Slippery Slope
by rugrat0ne
Summary: When a newly chipped Spike decides to use a newly-dumped Willow to get revenge on the Scoobies, they both end up with more than they bargained for. S4, Something Blue. Spillow.
1. Misery Loves Company

**Title:** Slippery Slope  
><strong>Author:<strong> rugrat0ne  
><strong>Email:<strong> rugrat0ne(at)hotmail(dot)com  
><strong>Rating:<strong> 'R' for some mild sex scenes later in the story  
><strong>Feedback:<strong> Much appreciated, and it makes me post chapters faster  
><strong>Distribution:<strong> Want, Take, Have, just tell me where it's going. It gives me a happy.  
><strong>Disclaimer:<strong> The characters and settings belong to Joss and Co., the plot is mine. I borrowed a few lines in later chapters.  
><strong>Setting:<strong> S4 Something Blue, but this replaces the "I will it so" spell. In case you don't recall,Willow's going through her "grief-y, 'poor me' mood swings", and Spike is so new to the chip that he still thinks it's a spell. So what if Willow had gone out drinking by herself that one night? And what if that were the night Spike escaped? What if they ran into each other? What would Spike do?  
><strong>Notes:<strong>  
>*This story is complete (almost), but I'm posting it a little at a time. It's long, so please stick with it.<br>*Many thanks to my sister, Shannon, for being my beta reader.  
>*The cover of "Havana Affair" mentioned in the first chapter is by the Red Hot Chili Peppers, and I don't know what Spike is thinking, because I love that version.;-)<p>

* * *

><p><strong>Chapter 1<strong>  
><strong>Misery Loves Company<strong>

_Giles: "She seems to be coping better with Oz's departure, don't you think?"  
>Buffy: "Well, she still has a way to go, but yeah, I think she's dealing."<br>Spike: "What, are you people blind? She's hanging on by a thread. Any ninny can see that."  
>-'Something Blue'<em>

* * *

><p>"Jack, straight up. And sometime today, mate." Spike leaned his head on his hands and massaged the temples a bit before taking the glass that appeared in front of him and knocking it back in one gulp. "Another one, and leave the bottle this time."<p>

Escaping from the Watcher's had been almost depressingly easy. Why on earth they'd chosen the bathroom for his prison, he'd never figured out, but it meant several transfers to the living room each day. He'd simply bided his time until they grew less cautious, and voilá! – freedom. Of a sort.

That was the depressing part. Not that he was being held "captive" by a bunch of idiots – the fact that he would have to return there eventually, that he'd actually gone to the Slayer and her pals for help in the first place, that he, William the Bloody, had needed their help at all.

Spike growled into his drink, seething in frustration. Helpless, unable to kill, to feed, to even bloody defend himself. He supposed he should be grateful that the Scoobies still thought he was dangerous enough to chain up, but it just added to his misery.

The bottle was getting surprisingly low, so he signaled for the bartender again before turning to survey the rest of the club. He glared out at the writhing mass of teens and college kids clogging the dance floor. All that blood rushing and flowing, and he couldn't taste a drop of it. With a sour grimace, he began turning back to his drink, when a flash of red hair caught his eye.

The witch was out there on the floor, dancing with enthusiasm, if not a great deal of skill. Spike quickly scanned the surrounding crowds. If Red was here, the Slayer couldn't be far behind…_No_, he paused in relief, _she's alone_. Curious, he watched as she disengaged herself from her fellow dancers and wandered unsteadily over to a seat in the corner. Glancing around to see if anyone was watching, she drew a bottle out from under her coat and took a furtive sip. Spike smirked, both at the face she was making and the thought of Miss Sweet-and-Innocent sneaking off to get drunk by herself.

_That thread's getting mighty thin, looks like_, he chuckled to himself, _and they think she's 'dealing with it', what a joke_. Spike paused a moment as a thought occurred to him, and an evil grin slowly spread across his face. If he played his cards right…

"Hey mate, get me another one of these, and um…a rum and coke." Drinks in hand, he sauntered over to the soon-to-be inebriated young Scooby.

"Here, pet, think you'll like this better," he said without preamble, placing the drink on the table next to her.

"Spike!" Willow nearly screeched, her eyes wide, "What...! How…!"

"Now, now. No need to disturb all these lovely people," he admonished, a hand on her shoulder to keep her from leaping out of her seat, "We both know I can't hurt bloody anything right now."

"How did you get out? What did you do to Giles? Does Buffy know where you are?" Her voice was heavy with concern. Her face firmed a bit in resolve. "I'm calling her right now!"

"Calm down, love, the Watcher's fine. I just wanted some air, stretch my legs, you know. That bathtub's not exactly comfortable." He stretched out on the nearby couch, enjoying the welcome contrast to his recent prison. "Cheers!" he added, clinking his glass with hers, still on the table beside her.

"Buffy doesn't know you're here, does she?" the redhead accused.

"Not a bleedin' clue, if I'm lucky." Willow opened her mouth to say something, but Spike forestalled her with a raised hand. "Oh, you could tell her right where I am, I can't stop you. But then, of course, we'd have to explain to her what **you** were doing here." His hand quickly darted beneath the coat nearby, and he fished out the beer bottle, holding it up to view.

The witch turned an amazing shade of crimson. "How did…It's not…You won't tell her, will you?" she pleaded faintly.

"Secret's safe with me, pet. Provided you don't go off alerting the search party as to my whereabouts," he smiled at her. "So's that why you're drinking alone? Afraid of what Blondie and the rest would say if they knew?"

"Not really, or, not entirely," she grudgingly acknowledged.

"Not entirely?" he prompted gently, sensing he might find a good 'in' here. He knew the simple lure of his 'bad boy' image wouldn't be enough for this one. Somehow, he had to find something that would distract her enough to forget his past.

"You're right, though, they probably – no, definitely would not approve." She missed her cue to confide in him, still worried that he might sell her out. "I don't really think I could handle that on top of everything else, Spike," she pleaded.

"As I said, love, your secret's safe. Unlike your little pals, I can appreciate the value of getting utterly pissed when there's cause. And you, my dear," he gestured with his glass, "have definite cause."

"Not really looking for validation from our resident evil," she said absently, looking into her drink with skepticism.

"Rum and coke," he supplied, "Figured you'd like the taste better."

She eyed him suspiciously. "What's in it?"

"Well, if I had to guess, I'd say coke, and with any luck, quite a good deal of rum. That's where they get the name," he explained with exaggerated patience, "Unfortunately, it only works when taken internally."

"No, I meant 'What did you do to it?'"

"Do to it? I carried it across the room." He snorted at her caution, "Even if I had some, poison's not really my style. Plus, no telling what this sodding spell would do if I tried to off you that way. Here," he grabbed the glass from her, took a swig, and passed it back, "Satisfied?"

"Not from that, no. It wouldn't hurt you anyway, you're dead." The girl wiped the rim of the glass with a grimace of distaste. Spike sighed in frustration. "But you're right," she continued thoughtfully, "It's not the sort of thing you'd do. You tend to be more… direct, I guess."

"That's me," he attempted a friendly smile, "Direct and to the point."

Still looking a bit skeptical, the redhead finally took a careful sip of her drink. Pleasantly surprised, she took a bigger one.

"Told you," he said, lips quirking into a half-smile as she continued to drink. He signaled for a waitress to bring over a second round.

* * *

><p>They sat in silence for a while, staring out at the dancers before them without really seeing anything, each lost in their own thoughts as they drank.<p>

"So why?" Red finally asked bluntly. "Why buy me a drink if you're not trying to kill me or something?"

"Can't a bloke want to spend an evening drinking with a lovely lady?" A little flattery never hurt, he figured. "I may be dead, as you pointed out, but I still appreciate a good-looking bird."

She just gave him a flat look.

"What?"

"Oh, please, Spike. Me?" she grimaced, "You're just trying to use me to get at Buffy somehow."

"The Slayer?" His tone was scornful, as if offended at the very thought, "She's got nothing to do with this. I'm bloody miserable, I wanted to get good and drunk, and I didn't feel like drinking alone."

"So you chose me?" she snorted in disbelief, "Over…" A waved hand took in all the other women in sight.

Spike stared into his drink, thinking fast. Lay it on too thick, and she'd never buy it, but he didn't feel like hours of verbal fencing just trying to convince the chit. When the proper approach finally dawned on him, he felt idiotic for not thinking of it right away.

"Maybe I just didn't like the thought of **you** drinking alone." A short, calculated pause as he threw her a look of empathetic understanding. "Maybe I thought you needed to talk to someone who knows exactly what you're going through."

"You!" Willow's laugh was incredulous, "How could you possibly…"

Their eyes met, Spike allowing just enough of the old pain to surface in his eyes. He could practically see the memories flickering in hers…the factory basement, the love spell, him crying his heart out on her fuzzy, pink shoulder. Her gaze softened and she touched his hand, sympathy in her voice, "I'm sorry, Spike, I forgot about Dru."

"S'alright, love, I'm over it," he waved away the apology. "It's you I'm worried about."

"Nice to know someone is, even if it's you," she replied sadly, before starting in on her next drink. _Oh really_, he thought to himself slyly, _If that's how she's feeling about her friends, I might just have a chance here_.

"Especially as it's me," he corrected. When she cocked an eyebrow at him, he explained a bit. "Coming from your friends, you can't ever be sure if they're really telling the truth, or just trying not to hurt your feelings. I don't care if I hurt your feelings, so you can always trust me for an honest opinion. If **I'm** actually concerned, you know it's got to be genuine."

"With 'actually' being the operative word," she said scornfully. "You could just be looking to do something evil," she added, hitting way too close to the mark for Spike's comfort. _More drinks_, he decided, flagging down another waitress.

"Good point," he conceded, "Always knew you were the smart one." He gave her a flattering smile, then continued more gently, "But seems like you've already had more pain than you can deal with right now."

She looked at him carefully, measuringly. He waited as patiently as he could, keeping a look of concern and empathy on his face. Genuine empathy, too, although he hated to admit it. On top of his current misery, her situation brought up other memories he thought best forgotten.

* * *

><p>Spike was almost about to give the whole thing up as impossible before she made up her mind about him. He was already finishing off his third bottle. <em>The downside of being a vampire<em>, he thought ruefully, _is that it takes so much to get decently plastered_. When she finally did speak, her voice was so soft that even he had to strain to hear her over the noise of the club.

"It's not just drinking that I do alone. I seem to be alone a lot lately. Even before…" She swallowed hard, trying to regain control. Her voice was a little stronger when she continued, "It's just that everything's different now, all the college stuff. Buffy and I have different class schedules. I'm usually studying when she's out patrolling. Xander's working, and spending a lot of time with Anya." That last bit came out in such a tone of disgust and disbelief that Spike smiled.

"So what, your mates been giving you the cold shoulder? Doesn't seem much like them, does it?"

Willow's face fell again as she examined her half-empty glass, "They mean well, I guess. Buffy tried cheering me up by dragging me to some party a while back…"

"But you weren't ready to be cheered up, yet," he hazarded.

"Exactly," she grimaced, "So I just went back to the dorm to be alone."

"How'd that work out for you?" He was trying his best to seem interested.

"It worked just fine, until a certain vampire tried to kill me." She glared in his direction.

"Oh. Right." he said, wincing inside, "Well, bad on me, then." He hadn't known it was that night she was talking about.

"Still, got your mind off of things for a little while, I'd wager," he quickly redirected, acting as if he'd just been trying to help. He could tell by the look on her face that she was torn between laughing and scowling at him. He breathed a quiet sigh of relief when laughter won out.

Good humor faded quickly, though, as the little witch's misery crept back in. He left her alone with her thoughts for a little while, concentrating on his drinks instead. After a good amount of time had passed, Spike began to wonder if she'd ever speak again, or even remembered that he was there.

"I'm just so sick of feeling this way," she finally confided softly, "I just want it to stop."

Spike simply nodded. "I know, princess," he said, wishing he didn't, "I know all too well." For a moment he actually forgot his true purpose, so caught up in the pain of his own memories that he couldn't help but connect with the young woman beside him as their eyes met a second time.

"And now?" he continued, shaking off the past and regaining his focus, "When you're finally ready to not be alone anymore?"

Her face told the story better than words ever could. It seemed the gang was playing right into his hands. He hid a smile of satisfaction.

"Not a Scooby in sight, is there?" he said flatly.

"It's not their fault," Red sighed, "They mean well, I guess. But it seems like any time I do want to talk about it, I just get a handful of platitudes." She was starting to get a touch angry, something he'd never seen before. "When they're actually there, that is. They have their own lives," she concluded faintly, slipping back into form.

"And you're not part of their lives?"

"You know what I mean."

"I know this – those blokes are so busy trying to convince themselves that you're just fine that they can't, or won't, see how badly you're hurting inside." He shook his head in disgust, remembering what he'd overheard earlier at the Watcher's. "And you're not helping matters either, playing the brave little girl on the outside."

The redhead shrugged, "I don't want to depress anyone, it's not their fault that…" The pain in her face was still stark, despite the alcohol. Spike quickly handed his drink to her, which she downed without hesitation, coughing and spluttering at the taste.

"Sorry, love, but you looked like you needed that," he apologized.

She nodded miserably, with tears in her eyes. He decided to go get them some fresh drinks while she composed herself.

* * *

><p>She took him completely by surprise when he returned, drinks in hand.<p>

"What's wrong with me, Spike?"

"Wrong?"

"You're evil, you'd tell me the truth, right? Why don't guys like me? What's so repulsive about me that I can't even keep the one boyfriend I ever had?" she practically wailed.

"We're not starting this conversation again, are we?" The witch looked at him blankly, clearly not remembering the whole 'biting' discussion.

Spike shook his head, then sat up, all business. "Fine, let's have a look then," he said briskly.

"What?" She stared at him as if he'd gone mad.

"You wanted my honestly evil opinion, and you'll get it. Now, come over here, do your little pirouette and what-all. I'll see what I can find."

"You're not serious!" she gasped.

"I'm just trying to help, love. You're the one who asked." he told her with a grin.

She gave him another incredulous look, before slowly standing up and coming closer. He was amused by her obvious embarrassment at the situation. She started to turn.

"No, a bit slower, love," he corrected, as Red attempted to spin quickly so she could get it over with. "If I'm hunting for repulsiveness, I need to give you a thorough looking-over." Her blush was quite charming, he decided, fully enjoying her discomfort.

He played the role to the hilt, giving her the careful scrutiny of an art critic at a museum show. "Hmm. Heart-shaped face, rather sweet," he cocked an eyebrow, "Not too bad up front." She turned an even deeper red at that. "Good height-weight ratio. Mmm. Lovely backside, pet," he concluded with a smirk as she spun to glare at him. He ignored it and continued his critique.

"Wardrobe's a bit off," he said with a slight frown, looking at the bizarre all-green combo she was wearing, "The top blouse there's nice enough, although I've never been much for frilly cuffs and collars," he reached out and caught part of it, pretending to check the fabric, "But I really don't think it's meant to go with the other one. Is that actually a rainbow on there?" She nodded a little, uncertainly. "Probably best with something like that, instead," he continued, gesturing towards a girl wearing a skimpy black spaghetti-strap number.

"I couldn't wear that!" she gasped, "It's so not me. It's just too…"

"Sexy?" Spike prompted with a leer. _How red can she blush?_ he wondered idly.

"I was thinking more like 'slutty'," Willow rebutted.

"Which is why you wear this over it." He gave the blouse a little tug for emphasis. "And _olive_ sneakers? Now, I'm no fashion critic, but it seems to me that just because all the things you're wearing are green doesn't mean they go together. But aside from that…"

He sighed in mock disappointment, "I'm sorry, love, I can't find a hint of repulsiveness anywhere. And believe me, I know repulsive when I see it. You're actually rather cute, I'm afraid."

"Cute. Wonderful." She sat down with a flop and took a large swig of her drink, disgruntled by the whole thing. "Then why?" she demanded angrily, "Why doesn't anyone ever notice me?"

"She says right after announcing she couldn't possibly wear an eye-catching top like that one." She just gave him a flat look. He rolled his eyes impatiently.

"Red, you're so worried about what everyone else might think that you make **sure** they don't notice anything." He shrugged, taking a long pull from his own glass. "Except your brains, maybe. I reckon most blokes don't even see what they're missing."

She was clearly not believing him, so he tried to come up with a different way to illustrate it for her. Another memory floated up to him, this one much more recent.

"Do you know the first time I saw you?"

"It was in the alley out back, after Buffy dusted another vamp." she replied, with amazing promptness considering her circumstances. Spike filed that observation away for later. Either the witch was soberer than she looked, or his job was going to be much easier than he thought.

"No," he chuckled, "That's when I let you see me. I'd been watching you and your little pals for quite some time, dancing right there." He nodded in the direction of the dance floor. "And I use the term 'dancing' loosely."

"What's that supposed to mean?" she demanded.

"It means, there was Buffy, dancing away, sexy as hell and knowing it. And Xander," Spike rolled his eyes at the memory, "Dancing like he didn't know what a beat was for, but clearly not caring what anyone thought, or acting it at least." He paused and gave Willow a significant look, "And then there was you – standing. You'd bounce your knees to the beat once in a while, but you were too petrified of what anyone thought of you to do more than that."

Willow ducked her head, and he knew he was right. "I was dancing earlier tonight!" she insisted.

Spike shrugged, "Sure, and you needed a pint or two just to get out there, I wager. Even then, you were probably still worried about how you looked to everyone else. That's not really dancing."

Willow just looked at him, clearly waiting for him to get to his point. He took a moment to decide what, exactly, that point was. He had a vague idea where he was going with this, but not what he'd call a plan.

"Dancing isn't about moving to the music," he finally ventured, "It's about letting the music move you. About forgetting everything and everyone else, including yourself. Let the music fill you, let it tell you how to move, get the feel of it, and you can dance to anything. Hell, you can dance with no music at all." He shrugged, hoping he was making some sort of sense, "At least, Dru could."

"Dru was insane," she replied automatically, but he could tell she was thinking about what he had said.

"Which is why she never worried about what other people thought – and she had a lot of fun that way," he parried. "Come on, then."

Willow startled as he stood up suddenly, taking her gently by the wrist and leading her out onto the dance floor. He figured she was just drunk enough for this to work. The crowd had dwindled quite a bit, and there was a corner of the floor that didn't have anyone sitting nearby. She followed him there docilely, still too off-guard to resist. He whirled the petite redhead around so her back was to the empty corner, and stood in front of her.

"There. Now I'm between you and everyone else. No one can see you," he held up a hand as she started to protest, "Go with me on this, pet. Believe that no one can see you. Better yet, believe that no one would dare laugh at you with someone as dangerous as me at your side."

"You're not…"

"True, but I doubt anyone else here knows that. So let's not spread it around, shall we? I still remember how to look the part, at least," he concluded bitterly.

She shot him a suddenly sympathetic look, and acquiesced. He didn't care what she thought, as long as it meant she went along with him.

Some band was absolutely massacring The Ramones on the club's stereo system. The tune to "Havana Affair" was barely recognizable to him, and he knew every song of theirs by heart. _Must be one of those bloody tribute album deals_, he thought bitterly. How you paid tribute to a punk band by making their music sound more commercial was beyond him, but he grudgingly had to admit that the sultry beat they were giving it was perfect for his little scenario.

"Now, just close your eyes…Or better yet," as she wobbled with sight cut off, "Just keep your eyes on me. Ignore everything but the beat, the sound. Let it fill you." His voice was pitched hypnotically, practically willing her to feel the music, to join with it, "How does it feel? How does it want you to move? Don't think about it, just feel it, do it. No one can see you."

She was hesitant at first, bobbing a bit at the knees, then trying an experimental swing of the hips. When his expression showed no mockery, just support, she grew bolder. Within moments, she'd closed her eyes to focus better, and promptly toppled over again. Spike caught her with an encouraging, "Good, you're starting to get it."

It was actually a bit surprising to him how quickly she caught on, started to have fun with it, to enjoy how she moved, how sexy she could look out there on the floor. And she was sexy, he concluded, almost surprisingly so.

He licked lips gone suddenly dry, then rested his hands lightly on the curve of her waist, careful not to constrain her movements. She stumbled a bit at the unexpected contact, but then smiled at him and wrapped her arms around his neck. The chit was definitely feeling it now, alcohol and music combining to make her feel like the most powerful, beautiful woman in the world.

His hands itched to wrap themselves around her neck, to slowly squeeze the life out of her while she struggled, or to end it quickly with a brutal snap. Or best of all, to sink his fangs into that tender, unprotected neck. She spun in his arms, now rubbing her back against him, so she missed the flicker of pain on his face as his fantasies of killing her got too graphic. _You can't kill her, can't bite her_, he admonished himself, _but you can **hurt** her. Give it a few days, she'll give you the means for revenge_. Again he was thankful that she couldn't see him, this time for the smirk of pure evil and malice that crossed his features. He bent his head, nuzzling lightly at her neck instead. She stiffened slightly at first, then relaxed in to the caress.

* * *

><p>Two songs, three, a fourth. Willow was oblivious to everything but the music and the feeling of Spike's body against hers. It was time to call it a night, he decided. No point letting things go too far here. He wasn't looking for a one-night stand. That would sting, but it wouldn't hurt like making her fall for him would.<p>

"Starting to feel a bit better, pet?" he whispered into her ear.

Her gaze turned inward, considering. "Yes!" She turned a surprised and mistily grateful face to him, "I do!"

"Alcohol, bloody miracle worker in cases like this," he concluded.

"No," she disagreed, shaking her head rather emphatically, then looking as if she wished she hadn't, "it was more than that…It was you!" She patted his arm.

Spike tried to hide his smile of triumph, then decided it wouldn't matter at that point anyway. "Me, love? What did I do? Other than buy the drinks, of course."

"You were here, you listened. You didn't just tell me I needed to 'go through the pain' or whatever." Her tone was so earnest that he nearly ruined it all by laughing.

"I let you get totally snockered, is what I did."

Willow considered this very seriously, "That too, that was a good thing." She hiccupped and giggled, "But you were there for me, that's the imp… im… important part."

"Alright then, Red, you've had enough for the night." He wasn't sure exactly how drunk she was at this point, but figured her limits had to be pretty low. He wanted her interested, not comatose.

"I haven't had as much as you did!" she cried defensively.

"True, but you don't have vampire metabolism. It takes an awful lot to get me drunk these days." She started to look belligerent; higher reasoning was probably not her strong suit at the moment.

"No choice, love, it's last call." And it actually was, to his surprise. The evening had flown by faster than he'd expected. She grumbled a bit, and after compromising on one last, quick drink, ("One for the road!" she'd cheerily announced, as he groaned) they headed back to her dorm.

* * *

><p>"Here we are, then." He stopped outside the front door.<p>

Willow simply stood there, looking at him, as if waiting for something.

"What?" he asked, puzzled.

"I thought you'd try to get me to invite you upstairs, or something," she confessed shyly.

"I'm a gentleman." He cocked an eyebrow at her as she snorted. "Well, I can be when I choose to," he conceded, "and tonight, I choose to." But he frowned as her face fell. _What did I say?_

Then it dawned on him, she thought he wasn't actually interested, that he was just making polite excuses to escape from her. He put his hand under her chin and tipped her face towards his, looking deep into her eyes, "Believe me, Red, I don't want to end the evening here, but I think you've had enough pain for one month without adding 'evil vampire one-night stand' to your resumé." Okay, not exactly subtle, but he'd had quite a few himself. "Another time, perhaps."

He kissed her gently, not letting her deepen it. That would be too far for tonight. Already, she was probably going to regret at least half, if not all of this come morning.

She finally nodded agreement, and turned to go inside. He was three steps on his way to the Watcher's when her voice stopped him. "Spike?"

He turned to look at her, half in the doorway.

"Thanks," she offered, head tilted adorably to one side, "For everything."

He smiled at her. "My pleasure, love. Always a pleasure." And with that he strode off, knowing that behind his back she was blushing like crazy.


	2. The Morning After

**Chapter 2  
>The Morning After<strong>

"_I'm suffering the afterness of a bad night of…badness."  
>-Buffy, 'Beer Bad'<em>

* * *

><p>The slamming of a door woke Willow the next morning. "I cannot believe him!" Buffy spat out in frustration.<p>

Willow winced at the loud noise and pulled the pillow over her head. She wanted to die. Her mouth tasted…and her stomach felt…and she didn't even want to think about her head. She didn't want to think at all. Certainly not about the all-too-clear memories of the night before. _I thought you weren't supposed to remember anything on the day after_, she lamented. But it was crystal clear, in a muddled sort of way – less than 2 weeks after her boyfriend left she was flirting with another guy, dancing with him, kissing him. And not just any guy, either.

"Spike!" Buffy's rant continued, "He drives me up a wall! I'm out all night looking for him with Giles, we come home at dawn, and there he is on the couch – watching TV! And then he has the gall to ask us where we've been all night!"

"Uh, Buffy…" Willow wasn't optimistic about her ability to stop her friend's tirade, but she had to try, her head hurt too much.

"I swear, I almost killed him! Giles should have let me. I could have…"

"What?" Will yelped, and sat up abruptly. In her muzzy-brained state she was suddenly worried that Spike had been hurt. But concern for Spike quickly turned into another concern altogether, and she raced for the bathroom.

Buffy must have followed, because Willow had no sooner begun to empty her stomach when she felt her hair being pulled back from her face. There was no time to express her gratitude, though, as she clung to the toilet.

She felt a little better after she'd finished, and rinsing out her mouth and brushing her teeth made her feel almost human again. Only the headache remained, and she headed back to her room to hunt up some painkillers, Buffy trailing behind with concern written all over her face.

"I'd ask if you were sick, but…" the blonde began, hesitantly. Willow just gave her a guilty, yet defiant look and went on searching for aspirin. Buffy sighed, sounding disappointed, "Did we have a little too much fun last night?"

_And then some_, she thought with remorse, her conscience heavy. She wasn't even sure why she'd spent so much time with Spike last night. Her first impulse had been to walk away. Actually, her first impulse had been to scream and run. It wasn't that long ago that he'd last tried to kill her, after all.

But first there'd been the drinks, and then the dancing… _Which I shouldn't have enjoyed so much_, she berated herself, _Or at all! It was Spike_. She could still feel his body pressed up against hers, though, the feel of his lips._ Bad Willow! Stop that! It's Spike -_ _evil, vampire, bad! Remember?_ And yet, he'd seemed so sympathetic when they were talking. Willow even thought he might have been sincere…

She muttered defensively, "I thought it would make me feel better." _The alcohol,_ she thought, even more defensively, _not Spike, not flirting with a vampire_.

"Did it?" Buffy's tone was hard.

"For a while, at least. I needed that, Buffy." The alcohol, certainly, but the commiseration even more. She'd needed someone to talk to, someone that didn't blow her off or lecture her. She hadn't meant for things to go so far.

"No, you didn't. Will, drinking isn't the way to deal with your problems," Buffy had the full-on lecture tone working, "Believe me, I know."

_Yeah, you're an expert at handling break-ups well, _Willow thought sarcastically. She didn't say it though, instead concentrating on opening the bottle of headache medicine and swallowing down the tablets. All Buffy was managing to do with this little lecture was make her feel all sulky and rebellious. Or maybe it was the hangover. Either way, it was driving her crazy.

Willow almost forgot to feel guilty about Spike, about anything from the night before. It had certainly felt a lot better than this little conversation. Looking back on it, in fact, her night out seemed like a sock-hop compared to some of Buffy's 'coping skills' in the past.

"Will, listen to me. I know how you feel, I do. But you can't try to make the pain disappear all at once. It won't. You've just got to deal with it, one day at a time. I know it doesn't feel like it now, but things will get better. It just won't happen right away, no matter what you do. You said it yourself, getting drunk only made it feel better for a little while."

Willow nearly growled. It was her life, Buffy had no right to tell her what to do. She would not be lectured by her own best friend, especially about this.

"It was just one night, Buffy, don't make such a big deal."

"I care about you, Willow. It's killing me to see you in this much pain and not be able to help, but you've got to believe me about this. There aren't any shortcuts here, you've just got to go through the pain."

_You care? Then where were you when I needed someone last night? Out._ Chasing harmless vampires apparently ranked much higher in Buffy's priorities than taking the time to 'go through the pain' with her.

"Lay off, Buffy, will you?" she finally snapped, "I'm not in the mood for this right now, my head hurts." She crawled back into bed, pulling the pillows over her head and effectively ending the conversation.

"Fine, be that way," Buffy muttered, crawling into her own bed to catch up on her lost night's sleep. But she still managed to have the last word. "Just remember, there's worse things that could happen than a hangover. And I'm not talking about turning into a cavewoman, either."

_Like kissing a vampire?_ Willow thought to herself guiltily. Her conscience was apparently even more persistent than her best friend. _Spending all night drinking and flirting with an awful, evil, incredibly sexy vampire? No, not sexy. Okay, he is, but don't think about him that way! Don't think about him at all!_ Willow groaned to herself.

* * *

><p>Several hours later, Willow came reluctantly back to consciousness. Her head hurt less, but only by a matter of degrees. She groggily levered herself out of bed and reached for the aspirin. Then she noticed Buffy sitting on the other bed, watching her with a determined look on her face.<p>

_Uh-oh,_ she thought, _Round two._

She was right.

"Willow, I'm sorry if you're upset at me for the things I said earlier," Buffy began, obviously trying to placate her roommate, "But you have to understand…"

"Understand?" For some reason the phrase just rubbed Willow the wrong way. "What do I have to understand?"

"Listen, I know you're angry right now. I know all about that. When Angel left, it hurt so much…"

"You know all about it?" Willow snapped, not wanting to hear about Angel, or any other vampire, right at that moment. "You know what it feels like to have your boyfriend cheat on you with another werewolf, then leave town?"

"Not the cheating part, no," Buffy doggedly replied, "But the leaving, and the pain, and the anger. I dounderstand."

"Buffy, in case you couldn't tell, I'm really not in the mood for a heart-to-heart right now."

"Well, if you hadn't been drinking last night, you might be in a better mood," Buffy snapped, dropping the 'understanding' tone.

Willow knew Buffy was probably right, but her own overwhelming guilt about the night before, including a lot of things the other girl would be even more judgmental about, was just making her rather perversely resistant to Buffy's criticism. Rather than snap and yell at her roommate any more, she grabbed her shower things and headed for the bathroom. Maybe she could drown her feelings in hot water. And maybe Buffy would give up on the lectures.

When she got back to the room, though, Willow found that Buffy still looked concerned.

"This just really isn't like you, Will," she began, once more trying a different approach, "That's why I'm so worried."

The redhead was only too aware of just how unlike her it truly was.

"I know that, Buffy," she conceded, "I know all of that. But I just don't want to talk about it right now." She dropped her stuff on the bed, grabbed her bag, and headed out the door before the other girl could even begin to respond.

* * *

><p>Once outside the building, though, Willow found herself at a loss for a direction to head in. She didn't have class until later in the day, and her head was still muzzy enough that studying in the library was out of the question, even if she'd been in the mood.<p>

_Somewhere indoors_, she thought, squinting in the bright sunlight. Xander's place was dark, but he was probably still asleep. And as for Giles…

Willow stopped walking, as the one thing she'd been steadily ignoring came crashing to the forefront of her thoughts. Spike, and the evening she'd spent with him. She couldn't keep avoiding it, and sooner or later, she'd have to go over to Giles' apartment.

She found a bench in the shade and sat down, determined to think things through. She ignored all the guilt and confusion about why shehad acted the way she had, and focused on Spike's motives instead. She figured she was in trouble one of two ways. Either Spike had been toying with her last night – quite likely – or, he'd actually been sincere, which was a whole different level of problem.

If he'd just been messing with her, she was in for a world of ridicule today, which would not be fun at all. But, Willow was fairly certain that it would be a private ridicule. Spike was too smart to say or do anything that might possibly get himself staked. In fact, with a little effort she could probably convince him to pretend that the whole incident never happened. So she would suffer a bit, but not as much as she might if circumstances were different.

The much trickier and more confusing scenario was the one in which Spike actually meant all the nice things he'd said and done. What if he had enjoyed dancing with her? What if he really had wanted to come up to her room? And what if he'd wanted to kiss her goodnight?

This was more than she wanted to deal with on a morning like she was having. She felt herself floundering in speculation, and she quickly cast her mind over the events of the previous evening, looking for something to hold on to.

Spike hadn't wanted to drink alone. That was it. He'd been lonely, and miserable, and wanted company, just like Willow had. She sighed in relief. Spike had, essentially, been looking for a friend, or whatever the vampire equivalent was.

Friend, she could do, or at least non-enemy. If she couldn't convince him to forget that anything had happened at all, then she could certainly compromise and just be friends with the vampire. Anything, if it meant the rest of the world never found out about her lapse in judgment. She'd just explain to Spike that everything else from that evening had been the fault of all that alcohol. But she could still be friends with him, as long as the others didn't find out.

That last bit made her pause a moment. The rest of the gang would definitely not approve, so why was she even considering this friendship, or whatever it was?

_Because Spike deserves it_, she thought, _If he was sincere last night, then he really cheered me up, and that deserves some turnabout. He's probably really lonely, stuck in that bathtub all day._

This was, of course, provided that she was reading him right. Otherwise, it was back to ridicule and guilt. But she couldn't postpone the moment forever. She had to find out. Squaring her shoulders, and taking a deep breath, Willow forced herself to head for Giles' apartment.


	3. Breakfast In Bath

A/N:My sister and editor, Shannon, swears by chocolate milk as a sovereign hangover remedy. Originally, I'd used my own preference, orange juice. I will defer to her more expert opinion, as I don't drink all that often, personally.:)

* * *

><p><strong>Chapter 3<br>Breakfast In Bath**

"_Comfy? I'm chained in a bathtub drinking pig's blood from a novelty mug.  
>Doesn't rate huge in the Zagat's guide"<br>-Spike, 'Something Blue'_

* * *

><p><em>It's going to be a long day<em>, Spike thought to himself, trying to stretch in the confines of the bathtub and failing utterly. It had to be past noon, by his reckoning, and he hadn't tasted a drop of blood yet. On top of which, he was not only chained up again, but had absolutely nothing to do to keep him from boredom.

"Oh, come on, Watcher!" he hollered in the general direction of the living room, "I'll go out of my mind with nothing to do all bloody day! Just turn the telly on!"

"Would you be quiet!" Giles replied, exasperated, as he walked in.

"Turn on the sodding telly, and I'll be quiet. And I don't know why you're bothering with these," he gestured with his shackles, "I can't go anywhere; it's daylight."

"Because we have no way of knowing if you're telling the truth or not. This could all just be an elaborate scheme of some sort on your part."

Spike just looked at him.

"Admittedly, it's not very likely at this point, but we can't rule it out yet. Especially as you've been rather less than forthcoming about what's happened to you."

Spike was spared a reply by the sound of the door opening.

"Willow, is that you?" the Watcher called, and Spike perked up a bit. Maybe he'd have some fun today after all.

"Yeah," came an uncertain reply. Giles went out to greet the witch, and Spike decided to eavesdrop.

"Finally! I thought you said you'd be here yesterday!" He couldn't see the expression, but the Watcher sounded rather impatient with Red. "Did you bring my book back? And the motherwort?"

"Oh, no! And…ow!" Apparently, she'd smacked herself on the head. _Probably not the best move for someone with a hangover_, Spike mused. "I'm sorry, Giles, I completely forgot," she continued apologetically, "I left them at the dorm."

Spike shook his head in disgust. The silly bint was so accommodating it was nauseating. No wonder they walked all over her like a rug.

Now the bloke was trying to sound understanding, but it came out like a lecture, to Spike's ear at least. "Willow, we've all had to deal with difficult times in our lives, but that doesn't mean we can ignore our other responsibilities, especially when…"

"There was no ignoring!" the witch cried defensively. "There was just a little – forgetting…" Red's voice trailed off as her tone became sheepish again.

_And just when she sounded like she might show some backbone,_ the vampire thought with regret. An inter-Scooby argument would have improved his day considerably.

"More than just a little forgetting, I'd say," Giles replied, disappointment and a touch of anger in his voice, "It's not like you at all."

"I know," she agreed guiltily, "and it's not the only thing either." Spike froze. _Was she insane? She'd spoil everything, get him staked!_ "Schoolwork!" she quickly covered in a slightly panicked voice, "I've… been… forgetting schoolwork, losing my notes, that sort of thing." He relaxed a bit, with a sigh of relief.

There were rapid footsteps down the hall, as if she was trying to escape the conversation before she blurted anything else out. Spike straightened, trying not to look like he'd been listening. _Showtime, mate,_ he reminded himself as Willow's steps slowed, and she reluctantly poked her head in the door.

"Hey, Spike," she ventured cautiously, guilt and fear of ridicule obvious on her face.

"Hey there, pet, how's the noggin?" he replied softly, seeing the Watcher hadn't followed her yet.

"Terrible." She came all the way into the room, encouraged by his response. Spike tried to keep his tone light and sympathetic. He had to play this carefully if he didn't want Willow's guilt chasing her away too soon.

"Drink some chocolate milk, love, best thing for it. The caffeine and alcohol both tend to…"

"…dehydrate you. Duh, I should have remembered that," she finished with chagrin, this time without the head-smack. Then she got very quiet for a moment.

"Spike, we need to talk," she began hesitantly.

He was prepared for this. He might not be much of a planner, but emotions, he knew. This was a perfect chance to redirect the girl's guilt. He looked up at her for a moment, as if searching for the expression he already knew would be there.

"It's okay, I understand," he said with convincing sadness, looking crestfallen and turning away from her a little.

"Understand what?" The slight quaver in her voice showed he'd hit the mark perfectly.

"Last night. Should have know you'd want to pretend it never happened. I mean, someone like you and someone…some_thing_ like me…" he feigned a sigh, trying to look both hurt and understanding at the same time. It must have worked, because Willow rushed to reassure him.

"No, no, Spike! It's not…well, okay, yes, I thought about it. It's just that I was drunk and didn't really know what I was doing…I really didn't mean to…It was nice and all but … I mean, so soon after…"

"Just leading me on, then?" He scoffed a bit. His tone was artfully casual, as if masking some stronger emotion. "Getting a little of your own back, finally?"

"No! I mean, I didn't think I was…was I?" She looked at him pleadingly, seeking absolution for her actions. It was working. She still felt guilty about her night, but now it was for entirely different reasons.

"It's okay, love, I really do understand," he said with a sad smile. "You're on the rebound, it happens."

"I'm not on the rebound!" she spat. _Good one, Spike. Now she's angry._

"Keep your voice down, pet," he whispered quickly, "The Watcher's going to get suspicious." That changed her focus quick enough. She immediately glanced over her shoulder, frightened stiff at the thought.

Willow's voice dropped so low only a vampire like Spike could have heard her, "You haven't told anyone, have you?"

"And get myself staked for my pains? No, thank you. I told you last night, your secrets are safe with me." He gave her a wink and a grin, then changed the topic while he still had the upper hand, "Now why don't you see if there's some fixings for chocolate milk in the fridge, do you a world of good."

"Thanks, Spike," her tone made the word cover many topics. Oddly enough, she looked as if a great weight had been lifted from her mind. Was she actually starting to trust him? Things were going to go much more quickly, if that were the case. He smiled at her departing back.

She paused in the doorway to look back at him. "Speaking of liquids, have you eaten yet?"

"Not as such, no. I think the Slayer's trying to starve me into good behavior. Bad strategy for a vampire, if you ask me."

She evidently agreed with that, as she replied, "I'll get you some blood, then, too."

* * *

><p>Spike took another long pull at his straw, finishing off the mug of blood that Willow was holding for him while trying not to look at it at the same time. He would have teased her, usually, but unfortunately, it just didn't fit in his plans. Besides, he figured pig's blood probably wasn't on the list of things to look at while hung over, for a human at least.<p>

"So why are you here, Red, if you're head's as beastly as you say."

"Avoiding Buffy. She got all sanctimonious on me about the drinking. Like she's never done it!" Willow looked extremely disgruntled. "Seems like everybody has advice about how I should be dealing with this. As if it were any of their business!"

"Doesn't surprise me a bit," he snorted. His first instinct last night had been right, he'd decided. Get her depending solely on him for sympathy, instead of her friends, and she'd start looking to him for other things as well.

"Don't worry about her, or the others." He brought his shackles up to view. "I'm here whether I like it or not, so I might as well be here for you," he said flippantly, and she actually managed a short laugh.

The edge of his hunger blunted a bit, he decided to see what else he could pick up from her that would be to his advantage.

"So, how does all this work?" he asked as Willow put down the mug of blood and started in on her own cup.

"How does what work?" Bafflement crossed her face at the question.

"This…" He made a vague gesture that took in Giles' bathroom and beyond, "the whole 'Scooby Gang' bit."

"Why would you want to hear about that?" she said with surprise.

"I'm bored, love. You could recite the Gettysburg Address and it'd be more entertaining than this," he rattled his chains impatiently, "and that chestnut's almost as old as I am. Now answer the question."

"About the Scoobies? Why, you plotting something evil for when you can kill again?" she teased. She was starting to revive now, her mood improving from both the chocolate milk and the attention.

"Precisely, now spill."

His straight-forward reply made her smile a little, but then she paused to think. "Wait, aren't you supposed to be the expert on Slayers, or something?"

"Slayers, sure. I know how to fight them, know what makes them tick. But I never had to muck around with 'slayerettes' before you lot."

"There's not much to tell, really. Xander and I became friends with Buffy when she moved here. When we found out about vampires being real, and everything, we started helping her." She shrugged, like it was the obvious thing for anyone to do.

"Yes, but how?" he asked impatiently. At the very least, if he could get some inside information, it might give him an edge over the Slayer and her pals the next time.

"Oh! Well…" she'd obviously never really thought about it, "Research, mostly. Buffy's not exactly the book type, as you've probably noticed." Spike snorted, but let her continue. "And the more sets of eyes we have looking, the faster we can find stuff."

"That's it?" Spike was incredulous. "You and the Watcher and everyone else just sit around reading old books?"

"No! We do more than that!" Willow was indignant, "I help Giles all the time. I'm totally computer-girl when we need it. I mean, Giles is good with books and stuff, but he wouldn't know a website if it hit him over the head."

Spike snorted. "That's probably about the only thing that hasn't."

Willow opened her mouth to defend Giles, but noticing Spike's look of impatience, she quickly got back on track, instead.

"Giles trains Buffy, of course…or he used to. We help with patrolling…sometimes. We come along for company, at least." She was slowly becoming more and more dispirited by her explanation, but soldiered on anyway. "And I do spells…when they work. And Xander…um…well, he…he goes for doughnuts a lot," she concluded lamely.

"This is the crack team that foils my every plan? I am deeply shamed."

She smacked him. "Oh be quiet! It works a lot better than it sounds, really!"

"Right, you play secretary for the Watcher and play on your computer, and Xander goes for pastries. Sounds like a devastating combination. What does demon girl do, card tricks?"

"I'm not his secretary, Spike." That sounded fairly indignant. He decided to follow up on it. He wondered if she saw what he'd seen so far during his imprisonment here, if it was part of a longer pattern.

"Could have fooled me. Seems like any job he doesn't want, he gives to you."

"Like what?" Her tone was scornful.

"Who did the research on those Indian spirit blokes?"

"Native American. And it was me, but…"

He didn't let her finish. "And who had to get the supplies for this truth spell?"

"Well, I'm always popping into the Magic Box anyway…" she said slowly.

"I'm sure you are," he said dryly.

"Spike! It's not like that!"

He let it go. She'd either make the connections on her own, or she wouldn't. Plus, his mind wasn't fully on the project anymore. He was trying to think back. Something she had said earlier had resonated, somehow. Something crucial. He tried to remember what it was, but it had escaped him. Besides, it was time for something much more important.

"Would you mind putting the telly on for me, love?" he wheedled, putting on the charming smile that tended to make her blush. "'Passions' is on, and I'd hate to miss it."

"I could recite the Gettysburg Address for you instead," she offered impishly, then quickly moved out of his reach as he faked a snatch at her, and went over to turn on the set.

"Minx!" he mock-growled at her, glad she was in a better mood. Another thought occurred to him. "You know, while you're up, I wouldn't say no to a second helping of blood," he said hopefully. She gave him a bit of the hairy-eyebrow, but he just pretended to look wide-eyed and innocent until she broke down, grinning and shaking her head as she went to fetch another mug.

* * *

><p>Two pints and an hour of 'Passions' later, Spike was in a much better mood, himself. Willow's thoughtfulness apparently extended beyond just playing 'waitress' and 'remote control' for him. She'd dragged a chair into the bathroom and had sat with him throughout the show. She claimed she didn't want him to be lonely, either. Giles had not approved of the plan.<p>

Spike had been rather put off by the idea, himself, preferring to watch his soaps alone, but he went along with it just because it annoyed the Watcher so much. To his surprise, though, he'd actually found himself enjoying the company. The witch turned out to be more than just smart. She was downright clever, even witty at times. Even more importantly, she'd saved her questions, and most of her comments, for the breaks. He didn't have to end up missing half the show, as he'd feared, just trying to explain it all to her. She hadn't cared too much for some of the characters and plot lines, though, especially when magic was concerned.

_Magic!_ It came flooding back to him, the thing that had caught his attention before. Something this little Sabrina could do that would be much more productive than his original plan of seduction and abandonment. She could probably break this spell, or at least figure out what it was. Why hadn't he thought of this before? _Too busy being miserable, you stupid git. _Could he get her interested enough in the idea of exploring this spell that she forgot what it was she'd be doing? If he kept her upset with her friends, she might even do it out of sheer spite.

"You know, as long as you're here, you might as well start trying to figure out what those wankers did to me," he mentioned casually.

"And I'd want to do that why?"

"Yes, why would she want to do that, Spike?" Giles chose that moment to enter both the bathroom and the conversation. Spike was hard-pressed not to swear. Once more, he had to think on his feet, metaphorically at least.

"Well, if these commando-types are working the big mojo, you need to know about it, don't you? Especially this particular spell. How strong is it? How long will it last?" he answered smoothly, "At the very least, you need to know which spell books to keep away from me." The smile he gave the Watcher was not a pleasant one.

"You know, he's got a point, Giles," Willow chimed in nervously.

The git just looked at the ceiling and sighed, as if she was being rather dense, "Willow, we don't even know if he's telling the truth or not."

"Right, there just happened to be three blokes in ski masks and fatigues in Willow's dorm that night. Total coincidence," Spike interrupted. But the Watcher continued to look unconvinced. "Well, then just find this spell, and there's your proof, mate."

"Spike, a research project like that could take days, I'm not sure it's the best use of our resources. There are more important matters at hand."

"What could be more important than this?" Spike demanded. He was not going to let this chance slip away from him. "Besides, can't teen witch here just do some sort of magical scan thingy? I thought magic always left traces behind."

Willow jumped at the opportunity, "Ooh, there's this spell I read about – well, trance, really – that this sorcerer used to…"

"A spell?" Giles' tone was sharp. Clearly he did not approve. "I don't think magic is the best thing for you to be working with at the moment. As you said, you're not exactly at your best right now."

"That's not true!" Willow interrupted, beginning to become offended, "I just said I was forgetting a few things, that's all!"

"Willow 'forgetting' something in the middle of a spell could very well prove to be disastrous. It's only natural that your energies would be rather unfocused right now." Giles' tone was patronizing. _That'll go over well_, thought Spike.

"Suddenly I'm 'unfocused' and incompetent now?" Willow's tone was incredulous.

"I never said that you were incompetent," The Watcher replied, almost as defensive as she was.

Willow's anger was at the boiling point, now, fueled by the underlying grief. "You didn't have to," she spat, "Besides, you're not worried about me anyway, just what I can do. As long as I can still function here in the group, you don't care if I fall apart right outside the door!" Spike was proud of himself. Just a few nudgings, and her emotional state had made her turn on the Watcher in a heartbeat.

"That's not true, Willow," Giles was losing ground quickly, unprepared for such a ferocious backlash from the usually mousy bookworm. "I understand why you would think that, I do…"

"You don't!" She had the bit between her teeth now, and there was no stopping her, "No one understands me! None of you know the first thing about what's best for me!" With that, Willow shoved past a stunned Giles and stomped out of the apartment, slamming the door behind her.

"Well, that was entertaining, at least," Spike said with a smirk, unable to resist needling the other man.

"Oh, shut it, you!" the Watcher snapped, leaving Spike alone with his television shows. His shows, and his thoughts. _No one understands her, eh? I bet they don't, thinking they know what's best for her, as usual. No one will let her deal with things her own way. Except me, of course. They never counted on that, I'd wager._ He imagined how it would play out, and liked the look of it._ Let her deal with it her own way. If she wants to get drunk, I'm all for it. Wants to try a little magic, I'll back her. Whatever it takes. Ice cream, arson, chocolates, tracking down the mutt and ripping his guts out…_Well, he couldn't do the last one, not himself. But he'd certainly hold the mongrel down for her, if that was what she wanted.

If he just kept along on this course, she'd be sure to do this little trance-spell for him eventually, maybe more. And when she wasn't crying into her beer, he'd have some rather pleasant company, something that had been in short supply lately. In fact, there wasn't any need to dump the original plan, either. Not entirely. There were some other things that had been in short supply for him, too. With a satisfied smile, he leaned back in the tub to watch 'Days of Our Lives.'


	4. Ice Cream and Sympathy

**Chapter 4  
>Ice Cream and Sympathy<strong>

"_What's the rush? Spike can't hurt anyone, right? And I figured since  
>I'm kinda grievy we could, you know, have a girls night."<br>-Willow, 'Something Blue'_

* * *

><p>Willow finished cleaning Amy's cage and put it back in its place. She looked around the room, trying to find something else to occupy her time. She'd never realized how empty a room could feel. She thought about going over to Xander's for the evening instead. Considering the sympathy, or lack thereof, she'd gotten from her other friends lately, she wasn't sure what her reception would be. Plus, there was a very good chance that Anya would be there, too.<p>

_It wasn't supposed to go like this_, she thought. She kicked idly at her trunk, but instead of making her feel better, it just bruised her toe. She grimaced and lay down on her bed. This was supposed to be her night with Buffy. And then Giles had called.

Spike had once more managed to slip his chains, and Buffy immediately began to head out to try to corral the wayward vamp. Willow had tried reminding her of the last fruitless attempt to find him, but Buffy had an answer to that. She and Giles had assumed that Spike would be looking for someplace to hide, something out of the way, where neither she nor these mysterious soldiers could find him. So they'd spent the night checking every abandoned building and sewer tunnel they could find. But by the smell of his breath when they'd finally returned, he'd been off drinking somewhere, heavily. Tonight, she'd hit every bar in town if she needed to.

Then Willow had tried to convince her roommate that it was pointless. Spike couldn't hurt anyone, so why bother? But Buffy was adamant. If he was going into populated areas where he might be spotted, she didn't want to run the risk of the commandos finding him first. At least, not until she'd actually gotten some useful information out of him in exchange for all their efforts.

Willow wasn't sure who she was angrier at, Spike or Buffy. She knew he couldn't kill, better than any of them. Giles, at least, should have been convinced by now, with his knowledge of Spike's character. Spike wasn't one for long stalking campaigns, like Angel. An image of tropical fish on a string rose in her mind. She shuddered at the memory. No, if Spike could still kill, he would have taken out Giles last night, before anyone could be warned. Then he would have gone straight for Buffy, like usual. Instead, he'd dashed past the other man and headed for the nearest bottle of whiskey.

And why did Spike have to go and ruin her night by escaping a second time anyway? She frowned, completely disgruntled by the whole situation. With nothing better to do, she spent a little time thinking about it from Spike's point of view. It didn't take her long to decide that if she'd spent several days chained up in a bathtub, she'd probably try to escape at every opportunity, too. In fact, he might actually stay put at Giles' place if they just stopped chaining him up. It didn't make her any happier with him though.

A knock on the door interrupted her thoughts.

"Come in!" she called, hoping it might be one of her dorm-mates, or even Xander.

"Don't you ever learn, pet?" Spike strolled in, carrying a paper bag, "I'd think you of all people would know better than to call out an invite with no bloody idea who's knocking."

"Spike? What are you doing here?" Willow sat up, a little worried. _Did I actually make myself clear on the 'just friends' bit?_ Now that she thought about it, she wasn't sure she'd even managed to mention that part.

"Came over to give you a bit of company. Gave the Watcher the slip again, then figured you might be lonely," he replied nonchalantly, leaning against her desk.

"I am now, thanks to you," she grumbled, remembering that she was supposed angry at him.

"What'd I do?" Spike asked, taken aback.

"Escaped. Again. So Buffy had to go out looking for you. Again. We were going to have a nice girls' night, too, until you spoiled it," she pouted.

"I'm sorry, love. Never thought that she'd bother to make plans with you," he apologized.

"Well…" she temporized.

He indicated for her to continue.

"I'd made plans. I hadn't really asked her about it yet, but she was actually going to be home for once – until Giles called," she ended sulkily.

"So she had no idea that she was messing up plans of such importance."

Willow looked at him skeptically, to see if he was mocking her, but he seemed fairly sincere, for Spike at least.

"I tried to convince her not to go, that there was no point in attempting to find you…"

"Thanks, pet," he said bitterly.

"No, I meant because you always go back to Giles' apartment anyway." She hadn't, and she could tell that he knew it. She ducked her head, and decided to go back to the main point.

"That's when I told her about the plans for a girls' night, but I guess being 'the Slayer' was more important than I was," she concluded sadly.

"Usually is, unfortunately," was his less-than-comforting reply. "They're so focused on their duty, everything else just falls away. It's why they don't have friends, do their fighting alone."

That didn't sound right to her. "Really? I thought it was because she has to keep it a secret, to protect everyone. At least, that's what Giles and Kendra both said. It's in the handbook, and everything."

"There's a handbook?" Spike's eyebrows shot up at that, incredulous. "I'd give a pretty penny to see that."

"So I'm told. Buffy doesn't have one, so I've never seen it." She wanted to make that clear before Spike started searching the room for it, or something.

"Why not?" He cocked his head in interest.

"Giles said something about it not being any use, in her case."

"I bet it wouldn't, at that." He laughed. "Not supposed to tell anyone, huh? Well, that explains why her mum didn't know. I'd always wondered about that." He mulled it over a bit, then turned back to Willow. "I'll warn you, Red, it may start that way, but…"

"But what?" Her face was concerned.

"Let's just say I'm surprised you've even managed to hold on to her this long. Slayer's not just a job description, it's what she is. The longer she lasts, the more it becomes all she is."

She tried to digest this disturbing news, wondering if Spike was telling the truth or not. _He does know Slayers, or claims to…_He didn't give her a chance to finish the thought.

"So, 'girls' night', huh? That when you paint your nails and do each other's hair?" he asked, looking a bit uncertain.

"That's a sleepover." Her tone was full of disdain at his male ignorance. "A girls' night," she instructed, "Well, usually it means going out in a group somewhere, I believe." _I think that's right_. _Well, it doesn't really matter now._ She resumed her lesson as if she'd never paused. "But a post-breakup girls' night means staying in, with a lot of ice cream, and/or chocolate, and watching sad movies. Like 'Steel Magnolias,' or 'Beaches,' so you can feel your life is at least a little better than theirs."

"I stand corrected," he replied, with a twinkle of good humor in his eye. "Well, I won't watch 'Steel Magnolias' with you. Bloody awful flick that was. But will this do for the rest?"

He produced a familiar-looking carton from the bag he'd brought.

"Is that…?"

"Triple fudge brownie ice cream," he confirmed with his lopsided grin, "Chit at the market swore by it for this sort of thing."

"Spike, you're a god." she cheered, jumping up and reaching for it greedily, "A really evil god, but still…"

Spike chuckled and handed it over. "You're welcome."

"Thank you," she chirped happily, giving him a big hug before she realized what she was doing. Suddenly embarrassed, she backed away and changed the subject as something else occurred to her.

"What if Buffy catches you here?" she asked with real concern. Anyone who brought triple fudge brownie ice cream did not deserve to be staked for it, in her mind.

"I thought you said she was out looking for me," he said absently, looking around for something.

"She is," Willow replied earnestly, trying to understand why Spike didn't see the danger.

He turned to her with that cocky half-smile of his. "So where's the absolute last place on earth she'd ever think to look for me?"

"Oh." She was a bit chagrined at that. "But what if she comes back while you're still here?"

He was still poking around her room for some reason. "Ever known her to give up on something she thinks is important?"

He didn't even bother to wait for a reply, his patience apparently gone. "Don't you keep any spoons around here, love?" he burst out in exasperation.

"Yes, Spike, we leave all of our dishes lying around in plain sight," she retorted, her voice dripping with sarcasm. She set down the ice cream and retrieved one from its cupboard.

"That one for you, or for me?" he asked. She turned around in surprise at the question, to see Spike making himself perfectly at home, already stretched out on her bed. With the ice cream carton. She'd have to sit right next to him if she wanted to eat any of it. This was not the way she'd planned it. She began to get upset with him again.

"Why can't you sit on Buffy's bed? They're hardly big enough for one person, let alone two," she complained.

"Well, I can't exactly share it with you if you're over here and I'm over there," he pointed out calmly.

He'd not only taken over her bed, but was on the near side, and showing no sign that he planned to scoot over for her. With a scowl, she grabbed a second spoon and headed around the bed to the other side. She scowled even more when he draped one arm across the headboard behind her.

This one, he caught. "Like you said, pet, it's a small bed," he said, all innocence.

She wasn't fooled in the least. Or placated, either. "You could have moved over for me," she groused.

"Left-handed," he replied, holding up the hand in question, "We'd be bumping elbows all night."

She was slightly mollified by that, but she still wondered what Spike was up to.

"I thought vampires didn't eat human food."

"Angel won't eat human food, there's a difference," was the derisive reply, "Bit of advice, love, if you're planning to be friends with me: Stop basing everything you think you know about vampires on what you know about that bloody poof."

"Who said I wanted to be friends with you?" she said flatly.

He seemed unphased, "Well, you seem rather chummy, all cozied up next to me, sharing my ice cream. I assumed you wanted to be friends. Or did you have something else in mind," he leered, waggling his eyebrows at her.

"I am not 'cozied up' with you! It's a small bed." She gave him a look of reproach before continuing.

"Just friends, thank you. I don't think I'm ready for anything else right now." At Spike's raised eyebrows, she hastened to add, "Not that I want to be anything else with you – or anyone!"

"I'm crushed, pet. And here I thought you were going to confess your long-standing love for me!" he teased, winking at her to show he took no offense at her reply.

She actually smiled at that, even as she heaved a sigh of relief. Somehow, she just couldn't seem to stay mad at the vampire for very long. _Besides_, she thought, digging into the carton, _he's the only one who's bothered to do even this much for me_.

* * *

><p>"…So I finally make it to the surface, and find I've got a ten-mile swim to the nearest land, with sunrise on the way." The ice cream was almost gone. They'd decided that there was nothing worth watching on her little TV set, so Spike had been entertaining her with a string of absurd stories of things he'd supposedly done.<p>

She wasn't sure she believed any of them, this one in particular, a rather ridiculous tale of how he'd escaped after single-handedly fighting off the crews of both a German and an American submarine after the Nazis had tried to capture him in World War II. But he seemed to be enjoying himself, so she'd let him talk. Besides, it was rather nice to be snuggled up with someone while sharing ice cream. Even if it was Spike. _Beats the heck out of 'Steel Magnolias,'_ she thought with a smile, scraping a little more chocolate off the sides of the box.

"I suppose being a vampire would explain how you managed to withstand the pressure of the ocean at that depth," she mused, thinking about it, distracted enough to forget for a moment that she didn't believe any of it.

"Not exactly fun, but yeah, I dealt with it. Better than ending up in some sodding demon army," he concluded. "Never was good at following orders." He smirked at that, and Willow was almost certain he was remembering some exchange between him and Angel. She'd heard enough of those stories tonight to gather that they'd never really gotten along, even before Angel had gotten his soul back. Some of those, she even believed.

Spike had taken out a flask from somewhere in his jacket and took a long drink from it. "Alright, Red, ante up."

"What?" She had absolutely no idea what he was talking about.

"I've done my share, now it's your turn," he said with a smile, "Let's hear some of your stories."

"My stories?" she said, surprised, "I don't have any stories, Spike. I'm just boring old Willow."

"You've being fighting next to the Slayer all these years, and you don't have any stories?" he said dryly.

"None about me, really," she shrugged, "Unless you want to hear about the time my mother nearly burned me at the stake."

She thought about that one a bit more. "But still, it was Buffy that saved the day. All I did was scream," she finished ruefully. "Mostly, it's Buffy who takes care of things, we just help out. I don't think those are the kind of stories you'd want to hear."

"You hit me over the head with a lamp, once. That has to make for one hell of a story," he prompted, clearly unwilling to be swayed from this.

"True, but you already know that story, you were there."

"Come on, Red, there's got to be something. I've seen you go after vamps before."

"Ooh, we stole a rocket launcher from the army once!" she sat up in sudden inspiration, then slumped back down as she thought it over. "Well, actually, that was Xander and Cordelia, mostly. I did hold the ladder, though."

"Grand theft rocket launcher," he mused, "It's a start." His arm slipped down around her shoulders, and he pulled her a little closer. She let him.

"But there's bound to be at least one story where you got to be the hero. A spell you did, some computer thing, I don't know."

The topic was starting to make her uncomfortable, the more she racked her brain for a tale to tell. She couldn't seem to come up with anything that might fit the bill. She'd helped a lot, found key pieces of information, that sort of thing, but it was usually Buffy who saved the day. She doubted that was what he was looking for.

"Maybe you should be heading back," she suggested instead, "There are a lot less bars in Sunnydale than there are abandoned buildings."

"Was that where they were looking?" he said in disdain, "I'd wondered. Kept thinking she was going to pop in and catch us."

"Well, I don't want her catching us tonight either. We don't exactly look like we're just a pair of friends who've been sharing some ice cream," she said, suddenly aware of how they did look, with his arm around her like that.

He gave her a little squeeze at that, smiling. "Yeah, I'd reckon she'd be likely to stake first and ask questions later. Even if she did think we were just being friendly."

_Too true_, she realized with discomfort. Buffy and the others would certainly not approve of…well, whatever this was between her and Spike. She toyed with her spoon, wondering to herself. What was this, anyway? They certainly didn't feel like 'just friends' at the moment. _Why am I letting him get so close, why did I let him talk me into another evening spent together?_

"Still worried about what they might think?" It was supposed to be a question, but he said it with such certainty. She looked up in astonishment. Sometimes, she wondered if he could read her mind. Drusilla supposedly could do some amazing things, or so she'd heard.

"It's all over your face, pet," he added, smirking at her.

"Okay, yes," she admitted, "That, and wondering why I'm here at all!"

"It's your room." he pointed out.

"That's not what I meant." She gave him a withering look. "Fine, I'm wondering why you're here, then. Why you brought me ice cream, why you bought me drinks last night. Why I haven't kicked you out by now, or called Giles, or something." If Spike could be brutally honest, then so could she.

"I suspect it's that last one that's bothering you most." He set the empty carton on the floor and turned towards her.

"Well, you're not exactly high on the list of people I should be making friends with. Or even being nice to."

"On who's list?" he challenged, "Yours, or somebody else's?"

"Either, both, it doesn't matter, Spike. You're a vampire. Plus, you're evil – which I suppose goes with out saying, being a vampire and all." She got herself back on track, "But vampires don't make friends, at least not with humans. They don't sit down to talk."

"I have with you, even before this," he pointed out.

"Do you mean when you kidnapped me, or when you tried to kill me?" she said with disdain.

"Either, both," he echoed, "You think I have meaningful conversations with the Slayer?"

"Exactly! You don't! So if you're here, you have to have some ulterior motive."

"Have I?" he asked softly, reaching over to brush back some of her hair, then wrapping his other arm around her waist. "And what would that be, then?"

She was finding it a bit hard to concentrate, with those gorgeous blue eyes staring at her. "Well, I – haven't figured that part out yet. But I will!" she recovered, brandishing a finger at him.

"After all, you are the smart one," he confirmed with a smile. "I have every faith that you'll figure things out eventually."

He cocked his head, looking her over. "You know, I've decided I was wrong the other night, calling you cute."

"You were?" she asked hesitantly, completely distracted from her earlier train of thought.

"Beyond a doubt. You're dead sexy, love," he glanced down at her outfit before continuing, "or could be if you stopped dressing like a head-on collision between a rummage sale and a paint truck."

"Hey!" she cried indignantly, then promptly forgot the insult as the rest of the sentence caught up to her, "You really think so?"

"I know so. Admittedly, I didn't see it clearly, myself, until recently, but it's in there. Different wardrobe, bit of makeup, less of a hide-in-the-shadows wallflower vibe, and you'll be fending them off with a stick. Or with magic, knowing you."

His eyes held her, and her stomach did a few flip-flops before she caught herself and looked away, blushing. "You're just saying that."

"You're right, it's all just part of my evil plan," he concurred with gentle humor.

Willow started shifting closer, almost despite herself, deliberately looking into his eyes now. She started to put her arms around him, too.

"I should go," he said suddenly, stopping her.

"You don't have to," she said quietly.

"Yes, I do, princess."

"Buffy probably won't be back for hours," she argued, trying to move even closer, suddenly very much wanting to feel his lips on hers again.

"That's not it." He began to move away.

"Then why?" she almost whispered, disappointed despite herself.

"Because you made it very clear to me that all you were ready to have from anyone was friendship," he said gently, but firmly, sitting up, "And no matter how I feel about it, as a friend I shouldn't let things go any farther."

"That's not really why, is it?" she said, sitting up as well.

"It is, actually," he responded, gently touching her cheek.

"I'm that obvious?" she said with chagrin. He really could read everything on her face. But he was right, he had started things.

"Afraid so." He smiled a little. "I'd be surprised if you've ever managed to keep a secret in your life."

"Not very well," she grudgingly admitted.

"I noticed that earlier, at the Watcher's flat," he said as she blushed, "Scared me for a moment there, pet. But you pulled it off."

She smiled at him wanly.

"That's another reason I should go. I don't want you waking up tomorrow like you did today."

"With a hangover?" she joked feebly, knowing what he really meant.

He smiled again, then got to his feet. "I'll see you later, Red. You get some sleep." And with that, he was gone.

* * *

><p>Willow sat alone on the bed for some time after Spike left, staring at the carpet. Now she almost felt worse than when the evening started. Despite all her intentions, she'd ended up in the same spot, nearly kissing him. Had he really meant what he said about her? Or was it really part of some evil plan, as he'd supposedly joked?<p>

He hadn't made fun of her right away this morning, as she'd feared, but there was absolutely no way to know if he was sincere about this friendship, or still acting. She'd never really know for sure, she realized. He'd certainly been chivalrous, though, and that wasn't a word she usually associated with Spike. _And what had he said tonight? 'No matter how I feel about it'?_ Did that mean what she thought it did?

Willow didn't know which Spike to believe anymore, the dangerous and violent one she'd helped fight against for so long, or this strange new sympathetic one, who brought her ice cream, worried about her being lonely, and said he wanted to be her friend. Who hinted at wanting more than that. It didn't make sense; he couldn't be both at the same time. Could he?

Her head hurt.

It would be so much simpler if he'd just be evil and nasty to her all the time, then she'd know she couldn't trust him. But then she'd have no one to spend time with. Wait, that was the problem, right there. Not that there seemed to be two Spikes, but because **she** was torn. Willow wanted sympathy, and the only one who gave it to her was a vampire. That's why she wouldn't turn him away when he showed up. Not because she thought he was pretending, that he didn't have the ability to understand her feelings, to share them, but because he seemed to be the only person in her life right now who was even _willing_ to share them. The truth was that Willow wanted Spike's friendship, if friendship it was. And she was willing to take the risk to find out, if it meant nights of sympathy and flattery like this one.

_Why shouldn't I?_ She thought, suddenly defiant. _Why shouldn't I have a friend who takes the time for me, even if it is Spike._ _After all the pain I've been through, I deserved a little respite. Spike is harmless now, it isn't like hanging out with a real vampire_, she rationalized. It couldn't hurt just to spend time with him. He made her feel sexy, and powerful, and wanted, and those were feelings Willow hadn't experienced much. It wasn't like she was going to go fall in love with him, or something ridiculous, she concluded. It was just a little harmless fun.

All she had to do was make sure no one else found out about it, she thought suddenly, biting her lip in concern. Her resolve firmed, then, as she thought about losing the only comfort she seemed to have. _It's none of their business who I spend time with,_ she stubbornly decided, _It's not like any of them have been there for me!_ With the issue finally settled to her satisfaction, Willow turned off the lights and went to bed.


	5. Study Sessions

A/N: It's decision time, folks. This is the last chapter that my sister has beta read for me so far. So do I a)continue publishing a chapter a week, only this time the unedited versions, possibly (probably) of lower quality, or b)wait for my sister to catch up on editing and post as I get them, with better quality but an unknown timetable? I leave it to you, the readers.

**Chapter 5  
>Study Sessions<strong>

_Buffy: "Spells can be dangerous. It doesn't mean he thinks you're a bad witch."  
>Willow: "I am a bad witch!" -' Something Blue'<em>

After two nights of useless searching for the vampire, Giles had given up on trying to keep Spike chained down anywhere, and had finally given him his freedom.

"If you choose to forgo the protection that you asked us for by going out every night and running the risk of being recaptured, then I'm not going to waste Buffy's time and energy trying to find you," he'd lectured, aggravated, "Besides, I want my bathroom back."

"'Risk of being recaptured'?" Spike had scoffed, "Right, like a bunch of gits dressed in fatigues and night goggles are going to zap me in the middle of the Bronze and drag me out. That'd make a bit of a stir, I'd reckon. Wouldn't be much of a secret then."

"So you're just assuming these soldiers don't have regular lives? That they never have time to change their clothes and go out like normal people?" Spike hadn't liked the way the Watcher had looked at him. He much preferred for things to be the other way around.

"All one of them has to do is spot you and make a phone call," Giles had pointed out, "Then the minute you are somewhere out of the way, they most certainly will recapture you. I highly doubt they'd make the same mistake twice and allow you to escape again."

If there had been any color in Spike's face, it would have drained away at that. He'd never really thought it through, the real risks of being spotted. Even Willow's dorm room could be dangerous. Hadn't they cornered him there once already? They could easily do it again, and the Slayer might not be there to distract them next time. He'd just have to spend a lot more time at the flat, as much as he'd hate it.

He hadn't been idle, though. Every chance he got, he spent scouring the Watcher's collection, looking for the spell Red had mentioned, or some clue to what had been done to him, and how to reverse it. He hadn't seen the witch much the past few days. He hoped she didn't think he was ignoring her, especially after the way things had ended the last time. But his only chances had been a couple of quick smiles when no one was looking, the one time she'd been over. It seemed she was still a bit mad at Giles. He would have liked to get her alone for a moment, if only to ask more about what he was looking for, but it had been impossible.

Spike wandered around the kitchen, looking for something to munch on. He'd been working busily for some time, and he needed a break. He glanced up at the loft, making sure he hadn't woken Giles with his foray into the kitchen. Night was really the only time he could do his research now, after he'd been caught when the other man had returned from an appointment earlier than expected.

* * *

><p>"And just what do you think you're doing?" the librarian had accused when he'd walked in and spotted the stacks of books that had been piled around Spike.<p>

"Fine, thanks, and how are you?" Spike had said mockingly. "Just a bit of light reading," he'd continued.

"Light reading?" Giles had scoffed, "You're trying to find that spell of yours."

"What if I am?" There had been no point in trying to pretend otherwise, really. "You lot can't seem to be bothered to look into it, so I figured I'd do the research for you." He'd gone back to his book, considering the conversation ended. It hadn't been.

"I won't have you using my own books to free yourself from this!"

"Whose books should I use, then? I doubt the Public Library has anything on this, even if they were open at night." Spike hadn't even bothered to look up, intent on the page before him.

Giles had walked up behind him, to see what the vampire was reading. He'd sighed in disgust. "You can't even read that one, Spike. It's in Latin."

"Oh, is that why it looks all funny?" Spike had shot a withering glance at the Watcher. "My Latin may be rustier than yours, Rupert, but I still remember enough to get the gist of it." He'd turned back to the book once more.

"You speak Latin?" There had been genuine surprise in the other man's voice. It had irritated Spike for some reason.

"As a matter of fact, I do," he'd shot back, "Latin, Greek, a smattering of French even, and quite a few demon tongues as well. Probably more than you do. Despite what you may think, I'm not a complete idiot."

* * *

><p>But now the Watcher wouldn't let Spike near any of his books, as impossible as that might seem, considering the amount of them scattered across the flat. So the vampire was forced to do his research at night, after Giles had retired for the evening. Not that this was a real problem for him. It was the research itself that was frustrating. Some nights he'd ended up sneaking out to go find a thing or two to smash.<p>

Tonight, though, he'd finally turned up something. He'd been puzzling his way through some text written in archaic French, and about to give up on the stupid thing, when he spotted something. He wasn't entirely sure, but he thought the section had something to do with seeing spells. Even better, he'd found a name too – Cloutier. Now he just had to find an English text that mentioned this bloke and find out if this was the spell he'd been searching for.

Snack in hand, Spike headed back to the little library behind the kitchen, hoping it wouldn't take too long to finally find what he needed.

* * *

><p>Spike eased himself along the dorm hallway cautiously, with an eye out for possible hiding spots. He'd been dashing from shadow to shadow all the way from the flat. No point in taking too many chances, not when he'd finally found what he needed. An overheard comment had told him that Buffy would be out with some new fellow tonight, giving him an opportunity to have some time with Willow.<p>

He knocked on the door, hoping for a reply. He was suddenly worried that the girl had gone off somewhere else, to study or something. He hadn't thought of that. But she responded promptly.

"Co…I mean, who is it?"

He smiled at that, and waltzed in the door. "About time, love. Someone dangerous could come in."

"Luckily for me, you're not." She barely glanced up from her laptop as she asked with a tone of impatience, "What do you want now, Spike?"

"Are you mad at me, pet?" he asked worriedly. He needed this spell done, he couldn't afford to have her angry with him, "Or is this just a bad time?"

She sighed. "Sorry, and yes, it is a bad time. I've got three major research papers due in the next few weeks, plus I've got to start studying for my final exams soon. I'm kind of swamped right now."

"I'd wondered why you hadn't been over lately. I would have come here, but it's just too dangerous to do it often." He didn't want to sound like a coward, but if she thought he'd been ignoring her, it could be bad. "Plus, if they keep catching me in the same dorm room, they're bound to get suspicious of you."

"It's okay, I'd figured all that out already." She smiled at him briefly before turning back to her work. "But I really can't hang out with you tonight, I'm sorry."

He grimaced and set his bag of ingredients down. Obviously, he'd have to play it differently if he wanted his spell done tonight.

"What are you working on now?" he asked, coming around behind her chair to look over her shoulder.

She twisted around a bit to look at him, curious. "Why?"

He shrugged, "It might be something I could help you with, get it done a bit faster. Then you could take a little break, maybe." He began massaging her shoulders and neck, and she relaxed back against him, unconsciously.

"I doubt it, " she said with an amused smile, "It's for my Ethno-Musicology class."

"Well, no, I can't help much with that one," he conceded, "What about that break, though?" he coaxed, "Your shoulders are like rocks. How long have you been working on this?"

She glanced at the clock, then stared. "Wow, three hours at least. I hadn't realized I'd been working so hard. Maybe you're right."

"Of course I'm right," he said matter-of-factly, as she saved the file and shut her laptop.

"Would this break include a massage?" she asked hopefully.

"Naturally." If anything would get her in a better mood for spell-casting, that would.

She laid down on the bed, with her feet towards the pillows. He debated for a bit on where to put himself, then decided on sitting next to her as the wisest choice.

"You know, it works better if you take your shirt off."

"Not a chance, Spike."

He shrugged to himself. It had been worth a shot, at least. He started kneading her shoulders again, trying to work some of the knots out.

"Mmmm," she sighed, "That feels so nice."

* * *

><p>He worked on her back for quite a while, even managing to slide his hands up under her shirt eventually. She'd shivered a bit at first from his cold hands, but let him do it. He thought that was a very encouraging sign. She was limp as a rag doll now, the knots gone, but he kept up the massage. <em>Things could get very interesting tonight, spell or no spell<em>, he mused.

Then he saw she was frowning at something by her desk. The bag he'd brought.

"Uh, Spike, why exactly did you come over here?" She squirmed around to look at him, and he quickly withdrew his hands. She sounded too cautious for him to take any risks.

"I haven't seen you in days, thought I'd drop by and…" He stopped. Her skeptical look told him she wasn't buying it.

"That's not ice cream this time, is it? That bag's from the Magic Box."

"Well, okay, yes, part of the dropping by did include me hoping you might have time to try that trance thingy you mentioned. It would just be a little look at this spell on me, nothing else," he hastened to reassure her, "And you'd get a break from having to look at whatever that stuff is for a while." He gestured towards the laptop.

She smiled at that, but then her face fell. "Giles is right, Spike, I'm no good as a witch."

"Don't recall him saying that at all," Spike insisted, "If I remember correctly, he just said you were having trouble focusing right now, with the breakup and what-all. Well, here's your chance to prove him wrong."

She shook her head. "I've tried a few spells since then, small stuff, trying to do just that. They went all screwy on me, when they did anything." Her tone was a little sulky, as if hating to admit that the Watcher had been right.

He was disappointed at the news, then wondered if maybe he could talk her into trying it anyway. He decided to see how angry she still was at Giles. That might do the trick.

"So, I guess that means all regularly scheduled magic lessons are postponed until the Watcher decides you're stable enough again?" he said casually.

"Giles doesn't run my life!" Willow shot back, defiant, before considering exactly what he'd said. "What 'regularly scheduled lessons'?"

"Figured Giles must be the one teaching you all this mojo stuff. He knows enough about it," he shrugged in feigned indifference, getting up and rooting around in the girls' fridge.

"No, I mostly just figure things out for myself. He just tells me it's dangerous and I shouldn't do it. He says that about a lot of the things we do with Buffy," she added, her brow furrowing in thought.

Spike finally came up with an apple, and bit into it, heading back over to sit on Willow's bed. She sat up next to him.

"He says not to do it? I thought he wanted you to do that truth spell on me," he faked confusion.

"Well, if we need magic to help us, then I do the spell," she explained.

"Ah, so it's okay for you to do magic when it's convenient for him, then. The rest of the time, forget about it."

"Yeah. No! I do spells other times, just Giles doesn't approve of it really," she sighed, "I guess he does think I'm a bad witch."

"That's one way of looking at it."

"What's another way?"

Spike ignored the query for now. "So aside from the Watcher-sanctioned spells, what else do you do?"

"This and that," she shrugged, "Whatever seems like an interesting spell."

He cocked an eyebrow at that, "Sounds fairly hodge-podge to me. No wonder your spells go all wonky half the time."

"Why's that?" She seemed genuinely confused.

He couldn't believe she was serious. One or both of them was missing something. _Bollocks_. He'd have to actually take an interest in how she got here, walk her through this somehow if he wanted his spell done properly. He sighed.

"Well, how did you get into magic in the first place? What was your first spell?" he asked.

She thought about it. "Well, I first got interested in it when I was going through Miss Calendar's files. I started reading up on it, going to websites. But I guess my first real casting was when I re-ensouled Angel."

Spike nearly choked on his apple. "That was you? And it was your **first spell!**"

"Yes."

Spike quickly revised his opinions of the young red-haired girl sitting next to him. She had incredible magical potential, would have to have, to cast such a powerful spell with no experience.

"That's like learning to run before you can walk, or even crawl. I'm actually surprised you haven't fallen down more!" No wonder she was all confused, no one had ever bothered to train her properly.

"I don't understand."

"That was one powerful spell, love. You've no idea the lengths Darla went to, trying to have it broken or reversed. Never said what she was trying to break, but in retrospect…" Spike shook his head to clear the old memories and focused on the topic at hand, "You've got a lot of power, Red, incredible potential."

"Me? Don't be ridiculous! Half my spells don't even come out right!" She scoffed at the very notion that she might be any good.

"Of course not. Like I said, you got thrown in the bloody deep-end without learning how to swim first. It's just been luck and natural talent that's kept you from drowning," he explained, trying a different analogy.

"So you're saying I'm no good? I'm just going to keep floundering around until I hurt someone?" He couldn't tell if she was irritated at him, or upset at what she thought were her failings.

"If you keep at it **this** way." He tried to think of a way to explain it to her that she'd understand. "Look, you're good at maths, right? Calculus and what-all?"

"Yes," she replied, bewildered, "I don't see…"

"Well, you didn't start out doing…I don't know…algorithms or some rot, did you? Back in grammar school?"

"No, of course not!"

"You learned your numbers, then your sums, then algebra, and so forth."

"So?" She clearly didn't see where he was going with this.

"So, why should magic be any different? You need to learn those basic building blocks first – learn to count, as it were – before you touch even simple spells."

"You mean, I have to start all over?" she was shocked and dismayed at the notion.

He thought of something sarcastic to say to that, but held back. He needed her to do this, even if it meant having to wait longer.

"You've got to have a good foundation before you can build anything, kitten. Imagine not having to worry anymore if a spell's going to work or not – being able to help even more than you do now. Think of how powerful you could be if you just had the right tools to get the job done." He threw every ounce of sincerity he could into his tone, willing her to believe.

It worked. A light sparked and kindled in her green eyes, growing brighter with enthusiasm. "I don't know why I didn't think of that myself! That's a wonderful idea, Spike!"

"Just telling you what the librarian should have said. Regular practice, that's the key."

"I see that now. I can design my own 'curriculum of magic,' just like my major! It'll take some research, but the semester's more than half over, and I'll have plenty of time over the holidays…And Giles can't possibly object, when I won't even be doing spells at first."

"Oh, yes, by all means, let's get him to sign off on this." Spike couldn't keep the heavy sarcasm out of his voice.

"What?"

"Who cares what he bloody well thinks of it? He's been holding you back, love. Instead of teaching you, or even encouraging you to study on your own, he's been undermining your confidence in yourself. Except when he needs something from you. Probably doesn't want you overshadowing him…or his Slayer."

"It's not like that, Spike! Giles just worries, that's all. And there's no way I could ever overshadow Buffy," she laughed at the thought. "I'm just plain Willow."

"What is that, your catch-phrase?" he scoffed, "You cast a powerful and difficult spell on one of the worst vampires in history, with no experience. I'm sure you've cast other spells just as amazing at other times. With a little practice, you could very well be more powerful than the Slayer's ever dreamed of being."

Willow shook her head in bemusement. "I'm hardly that good, Spike," she said in that self-deprecating voice he was learning so well, "And you're wrong about Giles. He's not like that."

* * *

><p>"Willow, I told you, I don't like the idea of you doing spells right now." Giles was standing in his study, arguing with Willow. After Spike had left her dorm, she'd come over to the Watcher's apartment to borrow some books, eager to get started on her research. So eager, in fact, that she'd apparently beaten Spike there. Not that she could mention that to Giles.<p>

Willow rolled her eyes. "Not spells, Giles, more basic stuff – magic theory, grounding, elemental work, concentration drills…" She answered in an absent-minded fashion, too busy hunting among the shelves to really pay attention to his protest.

"Concentration – Willow, you're not still planning on trying that trance, are you?"

Something in Giles' tone rubbed her the wrong way, and instead of reassuring him, her temper flared. "What if I am? It's not like something bad could happen if I mess up, I just won't achieve a trance state."

"Willow, until we know more about…"

She whirled to face him, angry that he was being so stubborn. "We won't know more unless we do something like this!"

"I'm just saying…"

"Why are you being like this, Giles? Why do you always try to hold me back?"

"I'm not…"

"You are! It's always 'Oh, it's too dangerous' – until you need a spell done, then it's all 'Willow, do the spell'."

"That's not true! I'm only concerned…"

"So concerned that you leave me half-trained all the time? So I'm always messing up because I don't know enough about what I'm doing? No more, Giles. See these books?" She offered the selection she was holding, "They're the start of my new magic training. I'm going to practice every day. And you…" as Giles opened his mouth to protest again, "are not going to stop me!"

"I have no objections to you wanting to give yourself a firmer education in the basics of magics, I just think you should wait a little while longer before beginning."

_He has no objections? Like I need his permission? Spike was right! Wait, Spike was right?_ As much as she'd started to rely on Spike's sympathy, she still didn't trust him entirely, especially about appraising her friends. Willow had assumed he was just, well, being Spike when he'd bad-mouthed Giles. She hadn't wanted to believe it, not about someone she looked up to so much.

"No. No more waiting, Giles. I'm tired of waiting. When we need a spell, we usually need it right then. The sooner I start, the sooner I'll be ready." There, he couldn't fault the logic of that argument.

"At least allow me to supervise…"

"Supervise? You think I need a babysitter? What, I'm so incompetent I can't even do concentration drills on my own?" She knew her anger was quickly growing out of proportion, but she didn't care. Right now it seemed that everything Spike had said was true – Giles was trying to hold her back. "You're afraid, that's all. Afraid of how powerful I could be, how powerful I'm going to be!"

"Let's be reasonable about this…"

"I am being reasonable, Giles. But you're just trying to get in my way!"

The sound of another argument interrupted theirs. "Giles, I accidentally killed Spike! That's okay, right?" Buffy called out in a patently false tone.

Giles blinked in confusion. "Perhaps we'd better go see what's going on," he said, heading towards the living room. Willow rolled her eyes again, but followed along behind him, still fuming.

* * *

><p>Buffy was standing in the living room, face flushed with triumph, while a rather sulky Spike sat on Giles' chair, tied up. "I finally caught him! You know where he was? On campus, of all places. Trying to get back in to this secret lab."<p>

"Buffy, what are you doing?" Giles was baffled.

She was taken aback at that, "I caught Spike, like we've been trying to do."

"I'm afraid we've given up on that. In fact, this is the first night he's left the flat in days. I was actually pleased to see him go," the Watcher explained, "If you'd bothered to drop by at all this week, you would have known that." There was a touch of exasperation in his voice.

"Told you so, Slayer. Or maybe you just like having your men all tied up," Spike stuck his tongue up against his teeth, leering at her.

"You're a pig, Spike," was the prompt reply.

"You know, you really need to come up with a new come-back, pet. That one's getting a bit stale. Or is that just too hard on your brain?"

Willow had been watching from the shadows behind Giles, but now she moved into view, hoping to distract her roommate from punching Spike, or worse.

"Will, what are you doing here?" Buffy asked, surprised.

"Oh, just thought I'd borrow some books from Giles," Willow tried hard to keep her tone casual. Surely Buffy would be on her side about this.

"Not spell books?" Buffy eyed the tomes warily. Willow closed her eyes and tried taking deep breaths. It wasn't helping her temper any.

"Buffy, could I have a word with you in private?" Giles interrupted before Willow could lash out at her friend, "Willow, you might as well untie Spike, in the meantime."

Willow sighed, then shrugged her agreement as Giles drew Buffy down the hall towards his study, leaving her alone with the vampire.

As she untied him, she asked, "Were you really trying to get back down there?"

He shrugged, looking a bit embarrassed, "Not sure what I'd do if I ever did get down there. I can't make them undo whatever they did. Maybe I could find some files, though, something." He sighed, "I can't just hide here doing nothing, Red. It's not my style."

She squeezed his shoulder a little in sympathy. She didn't exactly want the vampire to be able to kill again, but she could understand the frustration of being thwarted like that.

"You were right about Giles," she finally admitted.

"I'm sorry, pet."

"No, you're not, you love anything that goes wrong with the Scoobies." He might have been right, but he was still Spike, after all.

"Well, true, you've got me there." His candid grin brought a faint smile to her lips. Then his face grew serious, the flippant tone gone from his voice. "But I'm sorry that you're upset. It's never nice to realize you've been betrayed by the ones you love." She knew he spoke with the bitterness of long experience.

"Giles didn't…" She stopped as part of the other conversation drifted down the hall.

"…have been trying to discourage her…" That was Giles, apparently explaining the earlier conversation to Buffy.

"Well, discourage harder! You know what happens when she messes with magic when she's upset!" Willow was shocked. Buffy always seemed so supportive of her magic.

"You're her roommate, surely you…"

Willow's jaw firmed in stubborn anger. She would not be swayed from this. She wasn't just some emotional screw-up messing with things she didn't understand. "I can't believe them!"

Spike was watching her with that intense, disconcerting gaze of his. She shifted uncomfortably, not certain she wanted to know what he was thinking, when he surprised her.

"What are you doing on Friday, pet?"

"I told you, I've got to study," she said, a bit regretfully.

"All weekend?" He gave her an inviting look, "You'll need a break or two. Thought maybe we could meet up at that coffee place near your dorm."

"The Grotto?" she said, a little surprised. She doubted Spike had ever been in a real coffee house before. The Bronze didn't count.

"It'd be a nice study break, don't you think? We could meet up around nine, just for an hour or so. I'm buying," he coaxed, cocking his head and giving her his most adorable smile.

Willow sternly ignored the sudden butterflies in her stomach and opened her mouth to say no, when another shred of conversation drifted her way. ("…just have to humor her for now…") _Humor me? __**Humor me!**_

"Absolutely," she declared rashly, "I'll be there."

Spike's smile was so infectious, she couldn't help but smile back.


	6. Coffee Talk

**A/N1:**Well, I didn't get much in the way of feedback as to whether to wait on my editor or post the unedited chapters. As I'm rather an impatient sort, and there's a lot going on in my editor's life, I cautiously offer to you the unedited version of the story. Be kind.

**A/N2:**For those who don't recall, our setting for this chapter, The Grotto, was the coffee house where Willow confronted Parker in "Beer Bad." I'm saying that the damage from the fire was mostly smoke damage, and they were able to reopen quickly.

* * *

><p><strong>Chapter 6<br>Coffee Talk**

"_You could ask him for coffee some night.  
>It's the non-relationship drink of choice.<br>It's not a date, it's a caffeinated beverage."  
>-Willow, 'Reptile Boy'<em>

* * *

><p>"You're late."<p>

Spike stood at the bottom of the short staircase, looking up at the redhead just entering the coffee house.

"I know, I'm sorry," Willow responded hurriedly, "I couldn't decide what to wear…" She flushed slightly, as if she had revealed more than she'd planned to.

The vampire snorted in reply, before taking a moment to survey the outfit in question. The witch wore a simple, off-the-shoulder peasant blouse along with a pair of leather pants. It was an odd combo, but somehow, the result was rather striking on her.

"You look beautiful," Spike reassured her, placing his hand low on her back as he steered them towards the counter.

"Thanks," she blushed, and ducked her head, "I didn't want to wear anything too not-me, but I wanted to look…" she trailed off again, once more worried that she'd said too much.

"Too 'not-me'? You mean 'too sexy', don't you? No such thing on you, love."

He looked into her eyes while she flushed a deeper crimson, then looked away from him.

"What'll you have?" he added, changing the subject.

"A mocha grande with extra whipped cream," was the relieved reply.

Spike refrained from rolling his eyes, dutifully ordering it along with his own black coffee, then got them settled at a dark corner table. Out came his trusty flask, as he doctored his drink liberally. Willow rolled her eyes at that, so Spike offered her the mug in jest. She started to shake her head, then seemed to change her mind.

"Well…just a little sip," she said instead. He passed the cup over, and suppressed a chuckle at the face she made when she tasted it. It didn't matter if she liked it or not, the important thing was that she'd been willing to try it.

Reclaiming his beverage, Spike took a long drink. He regretted that he couldn't light up in the coffee house – a good cup of java had always come with a craving for cigarettes afterward – but he couldn't afford a scene in his current condition. He'd just have to distract himself with conversation.

He'd given a lot of thought to the subject, wanting to further Willow's disaffection with her friends, but not wanting to alert her to his plans. Magic, for example, was off the list of possible topics. He'd done all he could in that department for now. If she brought it up, he'd be supportive, of course, but it could be disastrous if Spike introduced the subject once too often. Luckily, there were other areas with potential for discord among the Scoobies. He thought he'd come up with a good one.

"If you could do anything you wanted, had all the money in the world, what would you do?" he offered, starting in what he thought was a nicely round-about manner.

"I'd want to help people," Willow responded instantly.

"Help people?" He barely kept the disdain out of his voice.

"Yes, set up some sort of charitable organization, give out grants, that sort of thing."

"You're missing the point, princess. Let's put it this way: what would you do if you had all the money in the world, and were incredibly selfish?"

Willow giggled at that, then thought about what he had asked.

"Europe," ventured Spike before she could reply. Willow's eyebrows flew up, and he knew that he had guessed right.

"How did you know?"

Spike shrugged. "You're the type that wants to go to Europe. See the museums, the art, the old buildings."

"I'd love to visit Paris, Milan, Vienna, all sorts of places," she confessed, "It'd be great to see the museums, the castles, maybe even catch an opera somewhere."

"Opera? Seriously? Fat ladies in pointy-horned hats?" Spike was surprised, "I had you pegged as more of a ballet person."

"Oh, I love Italian opera," she amended, "Aida, La Bohème – pretty much anything except Madame Butterfly."

Spike raised an eyebrow at this strange qualifier, but Willow only blushed and said, "Long story."

"So why aren't you there?" he queried, getting the conversation back on the track he wanted.

Willow frowned into her coffee.

"What do you mean?"

"With brains like yours, I'd have thought at least one school in Europe would have wanted you."

"Several, actually." She started ticking them off on her fingers, "Oxford, the Sorbonne, a polytech in Germany,…"

Spike cut her off. "All those schools, and you ended up here? How come?"

"Lots of reasons. Cost being the biggest one," she replied defensively.

"Come off it, Red. You're bound to have scholarships. In fact, I bet you don't pay a dime to go here."

Willow shrugged in acknowledgement. "It's true. But a foreign school is a whole different matter," she rationalized.

"It's still not the reason that you're attending a third-rate school like this," he pressed, sensing that he was closing in on the truth.

"It's not third-rate," she contradicted reflexively.

Spike snorted at that. "The only thing this school is famous for is its death rate. It's hardly the place for an intellectual sort like yourself. There must be a reason you stayed in Sunnydale."

"They have some very fine departments, like… Native American Studies," she hedged, before finally caving, "Alright, I stayed in town so I could help Buffy. Happy?"

"Well, that's certainly working out wonderfully for you," he scoffed disdainfully.

"I knew you'd say that," Willow pouted, "Just because Buffy's not around much doesn't mean that she doesn't need my help. We're still a team!"

"Mmm-hmm. If you say so, love." Spike left it at that and took a sip of coffee.

"It's true!" she said in a quavering voice that caused him to wonder which of them she was trying to convince, "And I also stayed so I could work on my magic, really get a chance to improve as a witch."

"And you're getting lots of support in that area, aren't you," was the sarcastic reply.

"You know, I don't think I want to talk about this anymore," she said, rising from her seat, "In fact, I think I'd better get back to my dorm."

"Whoa, now, don't go rushing off!" Spike laid a hand on her arm, instantly contrite. Willow stomping out was not in his game plan for tonight. "I didn't mean to upset you, kitten. I was just curious, that's all. Let me buy you another mocha-whatever."

Willow eyed him cautiously, still clearly intent on leaving.

"Please," he wheedled, putting on his most charming manner.

She caved under the influence of his blue eyes, and sat down again. Spike hid a sigh of relief, and went to fetch her another drink. He also began pummeling his brain for a new, safer, conversation topic.

"So, what exactly were you rushing off to do, then? More homework?" he asked as he returned.

She shrugged a bit. "I have to do it some time. Probably my English Lit. paper, it's due in a few days."

Spike was intrigued in spite of himself. "What sort of literature?"

"It's my Survey of 18th and 19th Century Literature class. Nothing you could help with."

"Of course not, seeing as I was actually around during the 19th Century, or part of it at least. I couldn't possibly be of any help."

"Just because you were there doesn't mean…"

"What's this paper about, then?" he interrupted, a little annoyed at her quick dismissal of his abilities.

She looked up at him for a moment, probably trying to figure out if he was serious, then said, "Well, we're supposed to pick out a poet to study and explain why their writing was a good example of Romantic Era poetry. It's a little before your time."

"Who'd you pick?"

"Mary Wollstonecraft Shelley."

"You're not serious?"

"Why, because I'm not doing something on Blake, or Keats? Because it's a woman? You sound just like my professor!"

"Did I say any of that?" he challenged. "I just don't think you made a very good choice, especially if you're trying to show up your teacher."

"Oh, and who would you pick to write about?" Willow shot back.

The obvious disdain in the witch's voice pricked at Spike's pride. Before he'd thought about what he was saying, he responded, "What about Anna Laetitia Barbauld instead?"

Willow's jaw hit the floor. Then she actually digested what he had said.

"But she's so, so…" Willow seemed disgusted.

"Feminine?" he guessed. She grimaced, and nodded. "Now, are you writing a paper about someone who was a typical Romantic, or are you trying to prove some sort of girl-power nonsense?"

"I…" It was obvious that she hadn't really thought about it.

"Barbauld would be a much better choice, honestly," Spike was becoming interested in the project, despite himself. "I can tell you all about her, even quote some stuff that might help, if you need."

Red was still staring at him, open-mouthed. He nearly blushed as he realized how much he'd given away. He tried to cover.

"What, you think I never went to university? I wasn't always a vampire, you know." He was becoming tired of people thinking he didn't know anything, just because he hadn't killed the Slayer yet. _Note to self: kill Slayer_, he thought sourly.

She recovered a bit from her shock. "I guess I never thought about it. I just assumed…"

"Most people do, love, and usually I like it that way. So don't go spreading it around," he warned, taking a sip of his coffee to cover his own inner agitation. _What am I doing? I left all this in the past!_

"Well, they say turnabout is fair play. Your secret's safe with me, too." She grinned at him and he smiled back, his bad mood lifting a bit.

"I appreciate you trying to help," she continued, "But how on earth would I put that in my 'Works Cited' page? Interview with a vampire?"

He groaned, as she giggled. "God, I hate that sodding book."

"It's nice of you to offer, really, but I'd have to do some research on her. I'm not sure I have that kind of time, Spike. I'll just have to stick with what I have."

"I could go break into the library for you, steal a few books," he offered, getting caught up once more in the conversation. "You wouldn't even need to read them, I can probably tell you most of what you'd need to know."

"Spike! You can't do that, it's wrong!" she exclaimed, eyes wide.

"This from the girl who steals weapons from the local army base."

"That was different, we were saving the world," she said defensively, "Besides, you wouldn't have to break in, the library's still open right now. Of course, you wouldn't be able to check out any of the books without a card."

"Who said I was checking anything out?"

"Spike!"

"Fine, have it your way."

He wanted to pace in frustration. Breaking in would have been fun. So would nicking a few books for her. Plus, she'd have a much better paper. _Not that I care about some bloody paper_, he reminded himself, _I just need her happy with me_.

"So, I borrow your card, do it on the up and up – sort of."

She shook her head. "It's also my college I.D., it has my picture on it."

He collapsed in on himself, defeated. She'd turned and was examining him with an odd look on her face.

"What?" he snarled defensively.

"This really is important to you, isn't it?" she said with dawning surprise.

"Is not!" he snapped, wishing once more that he could have a smoke. He looked away from her curious eyes, thinking fast.

"I just know how much your grades mean to you," he said, turning back to face her now that he had a good excuse, "High marks all around, and so forth, right?"

He didn't think she was fooled. She opened her mouth to say something else, but he never gave her the chance. "Red, one more word on the subject, and I'll pay someone to have you killed."

Her eyes widened with fright at the venom of his tone. He seethed in frustration. He never should have said a word in the first place, shouldn't have let her goad him into revealing so much. Now he was back at square one again. He really needed a cigarette, now. He tried to shake it off, but it didn't work.

"I'll be back in a mo," he said casually, hoping to erase the sting of his earlier comment, "I just need a quick smoke."

"That stuff's bad for you, Spike," was her automatic response.

"It's hardly going to kill me, now, is it?"

She blushed in embarrassment for her unthinking comment. Spike ruffled her hair as he stood, then took himself outside.

* * *

><p>Willow sat quietly as she waited for Spike to return. His last comment echoed in her mind, sparking curiosity about topics she usually didn't bother with.<p>

"So what's it like?" she asked the moment he sat back down at the table.

Spike looked confused. "What, smoking?"

"Being a vampire. Becoming a vampire. I don't know," she sighed, "I guess I just realized how little I do know about it."

He smiled down at her, "I don't imagine you would. It's not exactly required reading for slaying." His eyes grew distant as he searched for the right words. "It's beyond description, the change that takes place. The way you feel when you first start to realize what you've become. It's powerful stuff, love."

He looked down at her earnestly, his eyes practically glowing with emotion. "You can't even begin to imagine how it feels, to suddenly know deep down how strong you are, how free…" He trailed off then, the light in his eyes dimming as reality caught up. Spike wasn't free, not anymore. The thought seemed so sad to Willow, caught up in the moment, so wrong somehow. She moved a little closer to him, and gave his arm a quick squeeze, trying to give him a little comfort. He'd done so much for her in the past few days, it was the least she could do. He put his arm around her and kissed her gently on the top of her head.

"I should have turned you when I had the chance," he murmured, running a hand through her hair.

"You tried, Spike. You couldn't," she said softly, trying not to hurt him more with the reminder.

"Not the other week, back last year, at the factory," he said, "Remember? There was that moment when you stood up to me, put me in my place, even though I could have killed you. Pretty gutsy move for someone like you, if you ask me. There's a lot more to you than meets the eye, Red."

"And you…" Her emotions were a big muddle, remembered fear from those memories warring with the amazement that she'd actually impressed him that much. She found herself even a bit wistful at the lost opportunity. He'd wanted her, for a moment at least.

"Thought about it. Well, I told you that already. I should have turned you then, but I was too wrapped up in Drusilla to realize it. We both would have been better off by now."

"You think I'm better off dead? Gee, thanks!" She pushed away from him a bit, suddenly coming back to the reality of what they were talking about.

"Not **dead**, love, undead. You'd make a beautiful vampire, I'd wager."

"I've seen me as a vampire," she scoffed, "all skanky in leather and…" She broke off as Spike's eyebrows headed upwards.

"Now, how did you manage…Never mind, you can tell me all about it later." She could practically see the image that she'd inadvertently conjured in his mind. She winced, wondering what his next words would be.

"All sexy in leather, hmm? I think I'd like to see that someday," he leered. She punched him a bit on the arm, but he just smiled at her.

"The point is, neither of us would even be here right now. You with a broken heart, always in the Slayer's shadow, me with this bloody spell. We could be in Europe by now, or anywhere else you fancied."

"I'm not in Buffy's shadow," she protested.

"Oh, you like playing the meek, helpless sidekick?" his tone was scornful.

"I'm not her sidekick! Goddess! Why does everyone think that?" Anger flared in her green eyes at the word.

"So stop acting like one, pet."

Willow was rather miffed at Spike. Partly for the way he constantly seemed to be bringing up topics like this, but mostly due to the fact that she knew he was right. She did tend to end up in a glorified supporting role whenever there was danger. How often did Buffy complain about having to protect her and Xander when there was fighting? Anger turned into despondency as she considered her actual contributions to the gang. Was she any good for anything at all?

Tears welled up in her eyes, and Spike hastened to comfort her.

"Hey, now. It's not all that bad. You've been making some big strides lately."

She thought about it, trying to figure out what he meant.

"You mean my new magic lessons?" she ventured softly.

"Exactly. You stood up to Giles, and you're learning skills that will help you in the future. Pretty soon, they'll find you're indispensable." He placed one cool hand atop hers and gave it a little squeeze. Willow managed a wan smile.

"You're just saying that," she protested.

"I don't 'just say' anything. If I say it, I mean it," he responded with conviction.

Spike handed her a napkin, and she dried her eyes. Greatly daring, Willow leaned against the vampire's shoulder. Spike obliged her by putting his arm around her again, and resting his head on hers. She closed her eyes and indulged in the comfort he was providing her. She wanted so much to believe in the things that he told her, to know that she could really trust him.

Willow considered everything he'd said to her so far in this strange friendship of theirs. Not once had he said something that she could point to as a definite lie. In fact, he'd given her a lot of harsh truths over the past few days. She had to give him the benefit of the doubt, didn't she? Even if he was a vampire, he wasn't like any other vampire she'd met. In fact, he wasn't even like the Spike she'd always thought she'd known. Take today, for instance. Who would have thought that Spike would know about a little-known poet like Barbauld? There were some serious layers to this vampire, and Willow was becoming intrigued with the idea of exploring those layers.

A beeping noise startled her. It was her watch, bringing her back to reality.

"Time to go, princess?" Spike asked gently.

Willow nodded reluctantly, suddenly feeling like Cinderella at the ball. She didn't want to return to the everyday world of essays and exams.

"We'll get together another time, soon," the vampire reassured her.

"Walk me to my dorm?" she asked hopefully.

"Anything you like," was the immediate response.

They headed out of the coffee house, arm in arm.


	7. Words of Anger

**A/N1:** I know some of you are getting a bit impatient, waiting for the romance. I assure you, it's on its way. I just felt that Willow wouldn't dive into a new relationship right away after Oz left, especially with someone like Spike, so the friendship took precedence at first.

**A/N2:** If you can't tell from the references, the first half of this chapter is set immediately after 'Hush', and the second part is immediately after the events of 'Doomed'.

* * *

><p><strong>Chapter 7<br>Words of Anger**

"_Come on, vampires! Nasty! Let's annihilate them, for justice,  
>and for the safety of puppies, and Christmas, right?<br>Let's fight that evil! Let's kill something!...Oh, come on!"  
>- Spike, 'Doomed'<em>

* * *

><p>"…And then the soda machine went zooming across the room, and Bam!" Willow smashed her hands together for emphasis, "It was such a rush! I never knew magic could be like that!"<p>

She was sitting with one ace-bandaged ankle propped up on the couch, an ice pack covering it. _Couldn't be hurting her too much_, Spike reflected, _or she wouldn't have hobbled all the way over here_.

'Here' was Xander's basement, the owner blessedly absent, over at the demon-girl's place. Giles had kicked Spike out not long after they'd all regained their voices, and he'd come back here, having no other option. Willow was currently regaling the vampire for the third time with the tale of her escape from the Gentlemen.

"Sounds like quite an adventure, pet," he observed, jollying her along, "Seems those lessons of yours are paying off."

"Oh, no. I've only just started. Mostly, I'm working on trances and concentration stuff," she waved away any thought that she was responsible, "It was Tara, she was great. Once we joined hands, it was like the power just tripled, or quadrupled! We worked so well together!"

Spike felt something deep inside him that couldn't possibly be jealousy. He chose to ignore everything but the first part of her statement. "Trances, love?"

"Yeah, I figured that would be best. In fact…" Her face lit up, eager at the thought of doing more magic, "Do you still have those ingredients?"

He smiled in triumph and went to fish them out of their hiding place. "Right here."

"Oh, good." She took the book from him and turned to the page he'd marked. A frown of concentration marred her brow as she read the spell through.

"Okay, the trance is fairly simple, but it'll take some time to achieve," she said, giving Spike a considering look, "A lot of time, hours maybe. And you can't disturb me, or it won't work."

" So I make myself scarce for a while."

She shrugged and nodded. "It's the best solution I can think of," she agreed, "I need you here to examine the spell, but if you distract me at the wrong moment…"

"I'll give you, what, say two hours or so?"

She nodded absently, already beginning to focus on the task at hand.

"Right, see you then. Good luck, pet."

"You too, Spike. Don't go getting caught or anything!"

* * *

><p>Two hours later, he cautiously slipped back through the door, carrying a bag of groceries. He tiptoed past the witch sitting cross-legged on the floor and quietly started putting his blood in the fridge.<p>

Willow's eyes snapped open, and he froze, worried that he'd ruined everything. Then he noticed the slightly unfocused look to her eyes as she slowly scanned the room. It had worked.

He made his way over to her and sat down. She stared at him intently for a long moment, then frowned and went back to surveying the room. He was about to say something when her attention came back to him. She stood and slowly circled him.

"I don't understand." Her voice had an oddly flat, dead quality to it, as if she was talking in her sleep.

"It didn't work?" Spike sighed, then tried to master his disappointment. "Well, no matter, we can try again another time," he said with forced cheer.

"No, it worked," her gaze drifted across the room again, "I can see…I did a locator spell for Xander, the other week. He lost his keys." She ran her fingers through something he couldn't see. "The traces are still here, and that was a short-term spell." Her gaze re-focused on Spike, "I don't see any traces of spells anywhere on you." She shook her head, breaking the trance and restoring clarity to her eyes and life to her voice, "I'm sorry, Spike, I don't know what to tell you. There's no spell."

"No spell…You don't mean – you **can't** mean that I'm doing this to myself?" Spike tried and failed to keep the rising panic out of his voice. He'd been so sure those bloody soldiers had been responsible, that it was a spell keeping him from doing violence. A spell that Willow, or some other witch, could break.

"Calm down, Spike. No, I don't think it's psychosomatic."

"Psycho…" he shook his head in confusion.

"Something you're doing to yourself. Let me think a minute. Maybe we're going at this all wrong."

"What else could it be?"

"Well, everything you've told me about these guys points towards the technological, not the mystical. Maybe it's not a spell, but a…a microchip, or something."

"A computer chip? In my brain? Sounds fairly science-fiction to me, pet."

She shrugged apologetically, aware of how far-fetched it sounded. "But then again, most people think vampires are just stories, too," she argued, "It must work like those dog collars, the ones that zap the dog when it barks. It probably shocks you each time you do something violent."

"Can you do anything about it?" he asked, turning desperate eyes to Willow. She shook her head, and his face fell.

"If I had it out of your brain, and had the right equipment, maybe I could figure out how it works."

"If you got it out of my head, pet, I wouldn't need to know how it works," he shrugged at her disgusted expression, unapologetic, "Magically maybe? Some variation on your little trance spell?"

"I just don't know, Spike. I could research it, but…" she trailed off, clearly uncertain as to how much she should promise him.

"But you won't," Spike finished flatly. The bitterness of disappointment welled up inside of him. _It was all for nothing_, he thought angrily,_ all the flattery and attention, all the time wasted for nothing_.

"I'm just worried about messing around with something I don't really understand. I could make a mistake and fry your brain."

"No, you're just afraid to do anything without a say-so from your precious Buffy," he spat, no longer concerned with preserving his friendship with the redhead. All he wanted was to spread around some of his pain and disappointment.

"That's not true, Spike!"

"I think it is. I think the Slayer's _trusty sidekick_ wouldn't do a thing without getting permission from the hero of the piece. Or her Watcher."

That got the reaction Spike was looking for, both anger and tears. "I'm not a sidekick!"

"Oh, you play a major part, do you?" he mocked

"I do! I'm part of a team. We fight the forces of evil!"

"Buffy fights the forces of evil. The rest of you are just her groupies," he countered, sneering.

"Why are you being so mean to me?" Willow demanded.

"Truth hurts, doesn't it?" he jeered.

"Well, here's some truth for you, _William_," she spat back, "I'll never do a spell to free you from that chip. Neither will anyone else. You're doomed to live the rest of your unlife like this!" Willow turned and limped out the door without another word.

Spike sat back to enjoy his triumph, but his thoughts were uneasy as he considered the witch's parting shot. **Was** he going to stay trapped like this, forever? Surviving solely on the charity of the Slayer and her pals? Stuck living in Xander's basement, of all places? For the first time since his escape from the Initiative, he actually pictured his future in this new 'chipped' state. It made for unpleasant thinking.

* * *

><p>Willow would much rather have been watching television. In fact, she would have preferred to be doing just about any activity other than the one she was currently engaged in. After a few nights of finding dead guys at parties, hunting for the Word of Valios, chasing apocalyptic demons, and basically keeping the world from ending, she felt she deserved some serious down time. It was not to be.<p>

"Come on, Red, hurry up!" Spike was practically skipping with excitement down the graveyard drive. Willow followed behind much more reluctantly. "There's usually at least one or two vamps hiding out in here, most nights," he added, gesturing in the direction of the crypt they were headed towards.

Willow sighed, took a firmer grip on her stake, and hurried her steps a little. She didn't want to be here. Not after the things he'd said the other day. The only reason she'd agreed to come along at all was to shut him up. It didn't seem to be working.

She supposed she shouldn't be too surprised at Spike's rapid change in mood. The formerly suicidal vampire was now bouncing with enthusiasm, having been given a new lease on unlife with his discovery that he could hurt and kill demons. So now she was stuck vampire-hunting with him, despite her better judgment.

She was angry at Spike, angry and hurt by his callous comments. Bad enough to overhear the chance remarks of a former classmate at a party. It was worse to have someone like Spike, someone she was starting to get really close to, say things like that directly to her face. And he didn't even seem to notice, or care! Willow was furious.

She stomped into the crypt, ready to have it out with the bleached blond right there. She never got the chance. Spike had been right, and they'd just walked into a nest of three vampires. Two of them immediately headed for Willow as being the easier prey.

"Spike!" she yelped in panic. Spike glanced over, and lazily grabbed the shirts of both his opponent and one of the ones attacking her. He pulled, clonking their heads together, then began gleefully pummeling both of them.

Willow wasn't doing so well. She was managing to hold off the vampire, keep him from biting her, but she couldn't get her arm free to get her stake in position, either. The sound of first one, then another vamp turning to dust made her glance over towards Spike.

He was sitting on one of the stone coffins, casually having a smoke, and watching her. _Great_, she thought, _he's brought me here just to watch me get killed!_ The pain of betrayal washed over her, but despite that she still called to him desperately, "Spike, help me!"

To her great surprise, he immediately came over and staked the vampire she'd been grappling with. Then he sat back down and resumed his smoke. She dropped her stake wearily.

"Why did you do that?" she accused.

"You asked me to."

"No, why did you just sit there, you could see I was in trouble!"

"Didn't want to interfere with your fight. Figured you were toying with him, waiting to make your move."

"My move? Spike, I'm not the Slayer. I have no moves. I'm moveless! That was me fighting for my life there."

"Which brings us to the next question: why did **you** do that, pet?" He calmly ground out his cigarette and looked at her.

"Do what? Not give you the satisfaction of watching me die?"

"Close with him." Her confusion must have shown on her face, because he clarified, "Why did you attack him up close, physically? You said it yourself, you're not the Slayer. You couldn't possibly have thought you could take him on like that."

"Then why on earth did you drag me along, Spike?" she sputtered in frustration, "You know I can't fight a vamp myself, why did you make me come with?"

"I thought you'd keep your head enough to use magic, love. A little levitation, some of that trick you used on that soda machine, and they'd never get near you." He shook his head in disgust, "That was really rather stupid of you."

It was the last straw. Willow felt the bottled-up anger rising inside her, felt the corresponding surge of magical power flow through her too. "Magic? You want to see magic?" Her eyes darkened completely, both iris and pupil going jet black. She threw her hands open at Spike, sending him flying back against the far wall. She held him pinned there, motionless, while she began levitating her fallen stake.

"Do you want to see me dust a vampire, Spike?" she gritted through clenched teeth, her anger barely under control as she brought the tip of the wooden shaft to press against Spike's chest. "Do you?"

Spike swallowed hard. "Only if it's that one, love," he managed, using his chin to point somewhere behind her.

At first she thought it was a trick, but then she heard the scuff of a shoe on the concrete floor. She whirled, bringing the stake around with her, took aim and hurled the tiny spear full-force at the new vampire just entering the crypt. Guided by magic, it hit its target perfectly, sending another shower of dust to the crypt floor.

She paused, panting slightly from the effort. That had felt good. She had been too angry to be scared, and now she was left with a sense of satisfaction and a bit of an adrenaline rush. She liked the feeling.

"Come on, Spike," she said with a grin, loosing his bonds without looking around, "Let's go kill some vampires."

* * *

><p>Spike stumbled a little, not expecting to be released so soon. His eyes followed the departing witch, amazed. His mind was whirling. He'd never been as exhilarated and, yes, he'd admit it, terrified at once. Not even the memory of facing down his first Slayer could compare. He'd felt in control then, knew what the outcome would be, with all the cocky arrogance of youth. But Willow… For a few moments there, he'd been utterly uncertain of the outcome. A delighted shiver ran through him at the thought of being completely at her mercy like that, and he wondered at the reaction.<p>

He smiled slowly as it came to him. He'd sensed potential in the little chit before – potential beauty, potential sensuality, great potential for magic – but he'd never known, never even guessed, at the amazing potential for darkness inside her. _What a vampire she'd make,_ he thought to himself, panting in reaction – some habits never died. _What a pair we'd be! The things we could accomplish together._ He smirked in the darkness as he continued to imagine it all. _The things we could do to each other…_That cinched it. He had to have her. Somehow, some way, he'd turn her. It would be as good as stalking a Slayer – better, because the reward would last an eternity.

"Spike, are you coming?" The voice outside was impatient. He bit his tongue to keep from actually saying his first response. He'd have to be careful, even subtle, if he wanted this to work.

"On my way, love," he finally managed to respond. She'd be his, he was sure of it. It was only a matter of time, and he had all the time in the world.


	8. Close Encounters

**Chapter 8  
>Close Encounters<strong>

_Spike: "Don't be ridiculous. I'd bite you in a heartbeat."  
>Willow: "Really?"<br>-'The Initiative'_

* * *

><p>"There you are!" Spike closed the door to Giles' apartment and addressed the redhead, bent over her laptop at the desk.<p>

"Here I am. Why?" Willow barely glanced up from the research she was working on.

"Thought you might want to go out hunting again."

"I'm still mad at you, you know." She wasn't really, not after a week, but she wasn't going to tell him that.

"What's that got to do with anything?"

Willow simply rolled her eyes at the vampire and refocused on her work.

"You were mad at me the other night, and we still went out hunting," he persisted, leaning on a corner of the desk, "We still managed to have fun."

"Fun?"

"Oh, come on, Red. You had fun, and you know it."

"Yeah, especially the part where I nearly staked you." She looked up, hoping for a wince. Spike's jaw tightened a bit, but his expression seemed oddly blank at first. Then a light flared deep in his blue eyes that sent shivers down Will's spine.

Over the course of the past week or so, she'd been forced to admit that she was nursing a major crush on the bleached blond. If she was totally honest with herself, she'd always been somewhat attracted to him, but this odd "friendship" of theirs was making things worse. She didn't like being that honest, most of the time.

"Well, let's skip that part this time, and just hunt other vampires. I brought stakes." He offered her one, but she didn't take it.

"Sorry, Spike, I can't."

"Don't be like that, pet."

"No, I mean I **can't**, I have work to do." She gestured towards the screen in front of her. "Some demon that's supposed to rise in a few weeks. Giles wants to track down the info we'll need now."

"And the Watcher is where?"

"Out. He had plans of some sort," she said with a sigh.

"Where? An unemployed librarians' convention?" Spike scoffed. "Don't tell me, the other two have dates."

Willow nodded sadly.

"So you're stuck doing their work for them again," he concluded.

She shrugged. "It's not like I had plans," she added bitterly.

"But you do have plans, kitten. With me. We're going out hunting, then to the Bronze to celebrate a bit."

"I can't just leave this, Spike. Giles is counting on me," she said with real regret.

"Answer me this, and if I'm right," he tapped a finger lightly on the end of her nose, "you have to come out with me. Did Giles actually ask you if you wanted to do this, or did he just assume you had nothing better to do and ordered you to do it?"

Willow writhed uncomfortably at the question. Spike was right; Giles hadn't even bothered to ask her if she had plans.

"Well…," she temporized.

"I knew it! Bloody ponce just dumped it on you without a by-your-leave."

"The worst part is that I had plans. Or, well, plans to have plans."

"Plans with who?" Spike's tone was sharp. Willow looked at him quizzically, wondering at his reaction.

"My friend, Tara," she answered, "We've been doing magic together all week. I've really improved."

"So that's where you disappeared to." He sounded a little disgruntled.

Willow was flattered.

"You were looking for me?"

"Of course, I was. We're friends, aren't we? Now, I've won our little wager, so let's go."

"I never agreed to anything, Spike."

"You agreed that he never asked you to do this. I say it serves him right if you leave him hanging. Besides, you said yourself, there's a few weeks to figure it all out."

"I can't just leave without any warning."

"So write him a note: _Dear Wanker, went off to have some real fun, find your own sodding demon, Love and Kisses, Red_."

Willow just looked at him.

"Or words to that effect. Come on, love, don't leave me hanging here. I haven't seen you all week."

Spike's wheedling tone almost won her over. He sounded so sincere, like he'd truly missed her company. And he'd been looking for her, he'd said so. She felt slightly guilty for holding her grudge against him for so long. She wanted badly to be able to do as he asked, but she knew how necessary the research was.

"I can't, Spike. I'm sorry. This is important."

He sighed heavily and picked up a nearby book.

"Fine. What are we looking for?"

"You're helping me?" Willow was astonished.

"Well, someone's got to. Besides, like you said, not everyone has plans tonight."

* * *

><p>Spike was bored. This was the sixth straight night of hunting for ways to defeat this demon, and they were no closer to finding anything. Sometimes the other Scoobies helped, but usually it was just him and Willow, a fact he liked to point out as much as possible. He didn't like being there when the others were, but there was no other time for him to see the redhead. Her afternoons were spent on schoolwork or practicing with that new witch friend of hers. She never even came over to Xander's place anymore. So he doggedly hung on, feigning a need for cash or blood as an excuse.<p>

A few times he'd managed to convince her to take a break and go patrolling with him, but that only worked when he was alone with her. The one time he'd suggested it in-group, he'd ended up paired with the bloody Slayer while the other three went off on their own.

The whole situation was depressing him, and hanging out at Scooby Central as much as he was did his reputation no good at all. The last thing he needed was the entire demon world thinking he'd gone soft, gone over to the good side. If his Red hadn't been such a prize, he would have told the whole lot of them to sod off days ago.

He looked over at the witch seated next to him on the floor, her head propped up on one hand as she studied the tome in her lap. Her hair fell down the side of her face, partially obscuring it from his gaze, but she must have sensed his eyes on her because she glanced over and gave him a quick smile before returning to her book.

_What a beauty_, he thought, _and she hides it so well, even from herself_. He realized he was staring and glanced around the room to see if anyone else had noticed. It was hard, trying to pretend all the time, but showing any sort of interest in the Slayer's best friend would mean a stake to the heart in minutes.

He turned back to his book, squinting a bit as the words blurred and danced before his tired eyes. Becoming a vampire hadn't cured him of his slight near-sightedness; he was just too stubborn to wear glasses ever again.

"Xander, I'm bored. Let's go," Anya blurted out suddenly.

"Ahn, we can't just leave…"

Spike sighed in relief. That was usually the signal for the meeting to break up for the evening.

"You know, there is serious lateness here. And I promised Riley I'd meet him at the Espresso Pump," Buffy chimed in.

The Watcher glanced at the clock. "Yes, perhaps it is best if we retire for the night. We still have a few more days to find an answer."

Everyone started moving, then, closing books and packing up their things. Spike caught Red's eye and cocked an eyebrow at her. Her cheek dimpled and she blushed a bit as she smiled and gave an almost imperceptible nod.

"Alright, where's my…" He didn't even have to finish his sentence before Giles dumped a paper bag from the butcher's in his lap. "It better still be fresh, mate."

"Purchased this morning, and you're welcome."

Spike didn't bother to reply, simply grabbed his coat and left to the sounds of his witch convincing her friends that she'd be fine walking home alone. He found a spot outside the apartment complex where he could watch the others leave and lit up a cigarette to wait.

First out was Buffy, too intent on her destination to sense Spike's presence so near to her. The demon inside him growled in frustration at having her so close and unawares, and yet being unable to act on his instincts. Next came demon-girl and the idiot, talking far too loudly about the sex game they had planned for the night. He grimaced in distaste, and continued his vigil. Red would be last, she always was, staying around to help Giles tidy up.

Finally, she emerged, hesitantly looking around her, uncertain that Spike's signal had meant what she thought it had. Silently, he stepped out to greet her and offered her his arm. She smiled up at him, and suddenly the whole night of boredom seemed worthwhile.

"Hunting, Bronze, or both?" he asked. "Say 'both', pet. You owe me."

"Owe you?" she frowned and glanced at the paper bag still in his hand.

"You honestly think there's enough blood in the world to keep me penned up with you swabs night after night like this? Plus, we had a bet, if I recall."

"There was no bet, Spike," she shot back, then added softly, "It's not for the blood?"

He looked down into a very hopeful face and smiled. "Speaking of blood, let's get this to a fridge before we go patrolling."

"But, Spike…"

"No buts, love, you owe me," he repeated firmly, leading her towards the basement he shared with Xander.

* * *

><p>"It's late, Spike, shouldn't we be getting home?" The words were spoken sincerely enough, but Spike could tell there was no conviction behind them. He and Willow were strolling through the alleyways of Sunnydale's warehouse district, on their way to the Bronze.<p>

"The night's barely begun! Besides, you promised: hunting and then to the Bronze for a drink." He saw the look on her face and forestalled her protest. "Just a drink, not getting drunk. Unless, of course, you want to," he shrugged, "And I'm game for that if you are."

"No thanks. I need to get home, I've got classes in the morning."

"But you can miss a day, can't you?" Spike coaxed, moving in a little closer and brushing a lock of hair out of her face.

She smiled, but still shook her head. "I only get a few allowed absences per semester."

"And you've already used them up this late in the game," he said, slipping his arm in hers and starting them towards the club once more. He doubted very much if she'd even been late to class, let alone absent.

"Well, no, but…"

"But you're a bit behind, and can't afford to miss."

"No, actually, I'm ahead. But still…"

She was weakening; Spike could sense it.

"So you just don't want to spend time with me, is that it?"

"Of course, I want to spend time with you, Spike, that's not the point!"

They were at the door now. Spike paid the cover and led her into the club while she was still trying to convince them both that she didn't want to go.

"What is the point, then?" he asked, twirling her out on to the dance floor.

Her mouth opened and closed as she searched for a suitable response. He pulled her closer, slipping an arm around her waist.

"You know," he continued, as if to himself, "It's too bad you couldn't just spell your professor into thinking you were there. Then you wouldn't have to waste the absence."

"That would be wrong, Spike," she reproved instantly. But then her face grew thoughtful. "Amy had a spell like that – she could convince teachers that she'd turned in homework, when she hadn't. It must have been some sort of memory charm…" she mused, trailing off into her own thoughts.

Spike allowed the subject to drop. He'd planted a seed, now he'd have to wait and see what came of it. He hated being patient, but there was plenty more to keep him occupied in the meantime.

"It's a lovely night," he whispered into Willow's ear, and was rewarded with a shiver down her back. He smiled to himself, and steered her over to a corner table. "I'll get the drinks, pet," he added, before she could launch another protest.

They spent the rest of the night like that. Willow would say how she really should be going home; Spike would distract her with one more drink, one more dance, or a simple word or a look that had her blushing and looking away. It was child's play to convince her to stay when it was obvious that she really wanted to anyway.

"I really should be going," she murmured, not lifting her head from where it was pillowed on Spike's shoulder. They were dancing close, closer than either would have dared at the beginning of the evening. But time and alcohol had made Willow bold, and Spike confident, sure of his success in his renewed pursuit of the redhead.

"We both should," he softly replied, his head resting against hers, "It's closing time."

That brought Willow's head up, startled. "Closing time? Already?"

He chuckled, "It's been hours, pet. Come on, I'll walk you home."

* * *

><p>The university lay quietly in the early morning hours. As they threaded through the meandering paths of the campus, Spike felt confident that they had the place to themselves. No pesky Slayer or pack of soldiers to interrupt.<p>

The couple walked slowly, their arms around each other's waist. Willow's head was resting on Spike's shoulder. He steered them into a little clearing with a bench in one corner, screened by several large bushes.

He decided that he was tired of waiting. Now was the perfect time to move their little game forward, and he knew exactly how he wanted to play this particular hand.

"Willow," he murmured, "I want to talk to you."

That got her attention. Spike hardly ever used her real name. She looked up at him, concerned.

"What's wrong?" she quavered, obviously expecting the worst.

"There's nothing wrong, pet. I just…I wondered if maybe…" He trailed off, feigning indecision.

"What?"

"You're going to say no, but I have to ask anyway." Spike heaved a calculated sigh. "I know when we started, we agreed on being 'just friends', but lately, well…lately I've wanted us to be…more."

He waited. Red blinked for a moment, processing what he had said. She seemed to be having problems grasping it.

"More? As in, romantic more?" she finally managed to say, "As in, you and me?" Then she frowned in confusion, "Why would I say no to that?"

"I'm a vampire, remember? An evil thing. You, you're all sweetness and light, fighting for good and all that. You couldn't possibly…"

He didn't get to finish. Willow took his face in both hands, leaned forward, and kissed him. A real kiss, not the little chaste ones they'd been exchanging. This one rocked Spike back. In fact, he was more than surprised by the strength of his response. His arms tightened around her waist as he drew her in closer. It seemed as if it could last for eternity, but eventually Willow had to come up for air. Even Spike was gasping a little.

"Are you sure, princess?" he asked with concern, not all of it feigned. "It's a big step, you and me."

"Positive. I know what I'm doing, Spike. It's my choice. Plus, I don't think you're as evil as you say."

"Oh, I'm evil, alright," he said with a grin, relishing his triumph. He'd manipulated her into making the first move, just as he'd planned. He led Willow over to the bench and sat down, pulling her into his lap. "I am the Big Bad, after all. And I think maybe you like it that way."

He kissed her again before she could respond, reveling in the feel of her body against his.

"Maybe I do," she agreed playfully, once he let her go again, "And maybe I just want to know more about you."

"Intrigued, are we?" he said with a cocky smile.

She nodded and bent in for another long kiss. Spike slid his hands up the back of her shirt, enjoying the silken smoothness of her back. He began slowly kissing his way down her throat, trying to ignore the tantalizing throb of her pulse, teasing him.

At that moment, a sound from the bushes caught Spike's ear. It was a quick burst of static, followed by the crackling sound of a voice on a two-way radio.

"Beta team, what is your position? Over."

The Initiative! And they were practically on top of him and Willow. She heard the noise, too, he could tell from the way she tensed. There was no time to act, but Spike began to get up to run, anyway.

Red grabbed him by the arms and whispered, "Stay still."

He looked at her as if she had gone crazy, but the witch locked eyes with him and repeated, "Stay…completely…still." Confused, he did as she asked.

She began chanting in some weird language he didn't recognize, and Spike realized she was attempting to hide them with magic. He was beyond worried. He knew her magic had been improving of late, but was it good enough to go head to head with an Initiative patrol? He had no option but to trust in her abilities.

Willow had finished her spell casting and now sat quietly. They were still locked eye-to-eye, her green ones sending him the clear warning that they could not move or speak without giving themselves away. Spike had never wanted to fidget more than he did in that moment.

Out of the corner of his eye, Spike saw three dark shapes moving into the clearing where their bench was. They moved cautiously, heads swinging back and forth, and all three were masked and armed with the stun guns Spike recognized from his own capture. Willow was breathing incredibly slowly, trying not to make a sound. The vampire thought her heart beat, alone, would be enough to get them caught, but the soldiers apparently didn't hear it.

The soldiers seemed to move at a crawl. The clearing was not that large, but it felt like it took the better part of ten minutes for them to finish searching it and move out of earshot. Spike's muscles were screaming in protest, and he was sure Red was in the same boat.

Finally, the sounds of the commandos' stealthy progress faded away to a safe distance. Willow heaved a sigh of relief and collapsed against Spike's chest, speaking a few guttural words to break the spell. Spike just held her, trying to keep from shaking in reaction to their near escape.

"Quite a trick, pet. What was it?" Spike said, after a long pause.

"Chameleon spell. It's a type of glamour; it blends you into the background," she explained, "The only problem is, you have to hold perfectly still or there are ripples."

"Very handy, indeed." Spike's voice was full of the gratitude he couldn't quite bring himself to express.

"Yeah, I thought glamours and other illusions were best to focus on next, because you rarely need any ingredients, besides an occasional mirror, and they don't take much energy. I've got all the basic glamours down, but some of the advanced stuff…"  
>Spike cut off the flow of words with a kiss. Red's babbling was an after-effect of their near miss, nervous energy in need of an outlet. He cursed fate and their current living arrangements, both of them stuck with inquisitive roommates. This was the sort of situation he'd normally take advantage of. Instead, he opted for the chivalrous route.<p>

"I should get you home," he offered.

"It's too dangerous, Spike. I can walk the rest of the way from here."

"I insist. I won't risk anything happening to you, princess."

Willow's face became momentarily dreamy. "I like it when you call me that," she confessed.

"What? Princess?"

She nodded shyly. "It makes me feel special, the way you say it."

Spike smiled fondly at her. "Well, then, my princess you shall be."

Another of her charming blushes met that statement, and Spike took advantage of the distraction to get them both standing and headed towards Willow's dorm.

"I've thought of something you can help me with, princess," he began, once they were on their way.

"If I can, I will," she responded, curious.

"I need a new place. I can't stand living in that basement one second more. I want you to help me look for a nice crypt or something."

"A crypt?"

"Vampire, remember? Plus, extremely low rent. It's ideal for someone like me."

"I suppose." Her brow furrowed in thought, "What would I have to do?"

"Mostly just keep me company. Give me a second opinion, that sort of thing."

She smiled. "Sure, I could do that. When do you want to start?"

"As soon as possible. Say, sundown tomorrow," he responded immediately.

"Alright," she laughed at his eagerness. "I'll meet you then."

They'd reached Willow's dormitory. Spike took her in his arms to say goodnight.

"Come upstairs for a moment?" she asked.

"And get staked by your roommate? No, thanks."

"Ooh, we could use a glamour. I'm getting really good at those. She'd never know it was you," Red offered eagerly.

"Not tonight, pet. I've had enough close shaves with magic as it is." He hated disappointing her, but there were some risks he wasn't willing to run, tonight.

She pouted a bit at that, but conceded that he was probably right. They shared several long kisses, neither one willing to be the first one to leave. Finally, Willow gave a huge yawn, and they both decided it was time to call it a night.


	9. A Letter From Oz

**Chapter 9  
>A Letter from Oz<strong>

"_I was waiting. I feel like some part of me will always be waiting."  
>-Willow, 'New Moon Rising'<em>

* * *

><p>Spike gave the old refrigerator a final shove, settling it firmly against the crypt wall. He reached down and plugged the machine into one of the extension cords Willow had bought him as a 'crypt-warming' present. Clever of her to suggest finding a place with an existing tap into the city's electrical grid. There was even a makeshift shower down in the lower caverns. He'd only had to kill three vampires to get it, too. As far as Spike was concerned, his new place was perfect, thanks to his Red.<p>

_My beautiful, dark goddess_, Spike thought, not for the first time, as he unloaded cartons of blood into his new fridge. Soon, very soon, he'd get her to work her magic on that chip of his. And then…then he would turn her, and she would be his forever. He grinned evilly at the thought.

Spike closed the door to his refrigerator, then froze at the sound of metal scraping on concrete. Someone was opening the door to his crypt, and he didn't think it was the Slayer. She'd probably just kick the door in. This sound was more stealthy.

He fumbled for his crossbow, then relaxed as the figure entering the crypt became recognizable. Willow. He sighed in relief, then frowned as she came closer. Her eyes and nose were red and swollen, as if she'd been crying very hard. Something was wrong, badly wrong.

"What is it, princess?" he asked with real concern. No one hurt his girl and got away with it, chip or no chip.

Willow didn't answer, just sniffed and handed him a piece of paper. It was a letter, a short one, and it didn't take Spike long to skim down to the source of the problem.

'_I miss you each and every day. I hope it won't be long until I can see you again. Love always, Oz._'

Spike took a moment to digest this piece of news. He wanted to smash something, violently. Preferably Dog Boy's face. But that wouldn't be much help to Red.

"Fido's got a lot of nerve," he finally said.

"I didn't know who else to go to," Willow said with a sob.

"Come here, pet." He sat down in his chair and pulled her into his lap, cradling and rocking her as she cried softly into his shoulder.

"I'd be angry if I were you," Spike noted quietly, after her sobs had calmed somewhat.

"Why?" Willow asked artlessly, worn out by her crying binges.

"He cheats on you, leaves town, then out of the blue he sends you a letter and expects everything to be okay." Spike glanced over at the offending document. "A short letter, at that."

"He isn't much of a writer," she defended reflexively.

"Not much of a talker, not much of a writer. Tell me, is he much of anything, besides a quitter?"

"Spike!"

Spike knew he needed to rein in his anger and change his tactics, or he'd drive Willow further away. He just wasn't sure if he could do it.

"I'm sorry, love. I just hate to see you this way," he apologized, kissing the top of her head.

"I'm just not sure what to do," she told him, looking very lost indeed.

"Don't see as there's anything you need to do. He wrote you a short note. End of story, and you get on with your life."

"But he loves me, and misses me, and he's coming back soon!"

"So you just put your life on hold and wait for him, despite all that he did to you?" Spike was incredulous.

"Didn't you take Drusilla back after she cheated on you? Several times?" The redhead's gaze was pointed.

"Which is why I know it's not a very good idea," he parried, "Besides, we had a lot of history together, a century of it. Makes a difference."

Willow considered this, then argued, "But Oz and I had a history together. Maybe not a hundred years, but we had several. We'd been dating since high school, after all."

"True, but high school relationships rarely last into college. You see it all the time," Spike argued, "If it hadn't been with Lassie girl, it would have been with someone else. Some band groupie, no doubt."

"Oz isn't like that!" Willow protested, "He's different. There were extenuating circumstances, that's all!"

Spike realized he was digging himself further into a hole, and backed off. He decided to change the subject to one of his favorite topics.

"What about a good, stiff drink, then?" he offered.

"I don't really want to go to the Bronze right now," she sniffed, pulling a tissue from her pocket.

"Don't need to, so long as you don't mind whiskey. My crypt is fully stocked."

"Whiskey?" she asked hesitantly.

"We'll do shots, you'll barely notice the taste," Spike promised, getting up to fetch the bottle and glasses. "It'll make you feel better," he wheedled.

"Okay, then," she agreed softly, clearly remembering the last time she got drunk with Spike, and how good it felt.

"Cheers," Spike said, pouring out the first round.

* * *

><p>Willow sat cross-legged on the crypt floor, across from Spike, and watched the amber liquid slowly filling the shot glasses. It twinkled appealingly in the candlelight. This was the fourth or fifth round, she'd lost count, and already the world seemed a friendlier place. She hadn't much cared for the taste of whiskey, but the end result was to leave her pleasantly numb.<p>

She watched Spike out of the corner of her eye, too. His bleached blond hair seemed almost to glow in the gloom of the crypt. _He is so handsome_, she thought to herself, _Almost too perfect, aside from the vampire thing_.

That thought brought her back to the decision before her. The vampire, or the werewolf? The question echoed in her head, driving out all other thoughts. Gone was the happy warmth of the alcohol. She needed to make a decision, but how? She was caught between the man she had loved, who had betrayed her, and a man she was really starting to like, who might betray her at any time. Which one could she trust?

Willow looked up to find Spike's brilliant blue eyes fixed on her. She realized she'd been staring at her drink for several minutes. Blushing, she hurriedly drank it down, hoping to cover her lapse. It went down a bit smoother than the others had, and she was hopeful that she might be getting the hang of drinking shots.

Spike was still watching her, though, his own drink sitting untasted on the concrete.

"What do you need, princess?" he finally asked her.

"What do you mean?" she asked in confusion.

"Besides getting good and drunk, what do you need to make this better? Do you want me to cheer you up? Do you want to go smash things, or set something on fire? Do you want me to listen to you, or would you rather not talk about it? The sky's the limit. Just tell me what you need."

Willow thought about what he'd said for a long moment. She knew she needed to talk to someone, and Spike was the only one who would understand her dilemma. It was part of why she'd come over in the first place. But how could she talk to him about it objectively, when he was half of the problem?

"I want to talk to you about it, you're the only one I might be able to talk to about it, but I don't think I **can** talk to you about it," she confessed slowly. "I just don't think you could be unbiased. It does concern you, after all."

It was Spike's turn to be silent for a while. He drained his drink, set the empty glass next to Willow's, then looked at her gravely.

"Try me," he said quietly.

She looked him over, trying to gauge how serious he was. Finally, she began to speak.

"I guess it comes down to a simple choice: do I stay with you and find out if there's anything real between us, or do I break up with you and wait for the man I love?"

"You're right, I'm not going to be unbiased. Not if those are my only options."

"What else is there?" Willow wondered.

"You could stay with me until the day he actually shows up. Wait to make your decision until then," he offered.

"I don't think that's very fair to you, though, is it? You'd always be wondering if I was thinking about Oz," she said, after pondering it for a moment.

"I'll take my chances. I'd much prefer it to you sitting at home, alone, waiting for some bloke who might never come back. What if you're waiting forever?" he asked.

"He said he's coming back soon, though," Willow insisted.

"No, he said he **hoped** he'd see you soon, that's not much of a promise, in my book. Anything could happen to change his mind," Spike informed her.

"See, I told you that you would be biased," she announced, stubbornly sticking to her interpretation of the note. Oz was coming back. And she needed to be ready for him.

"I'd like to think your friends would actually be bright enough to point out the flaws in your logic, if they were here instead."

Willow ignored the insult to the Scoobies. "My logic isn't flawed. Besides, what would you do if you got a letter from Drusilla?"

"Chuck it in to the rubbish, no doubt. Dru and I are over, pet, and I'm smart enough to know it. I've moved on."

Willow found herself the focus of that intense, blue stare once again. She shifted uncomfortably, not sure what, exactly, Spike was thinking, but fairly sure she didn't want to know. Nothing could distract her from her path, now. She realized that she'd made her decision at some point. Now she just had to follow through with it.

"We can still be friends, though, can't we?" she pleaded faintly.

Spike was silent for another long moment. He took up the bottle and poured out another round, knocking his drink back with ease. Just when Willow was starting to worry about his answer, he finally spoke.

"Yeah, princess, we can still be friends," he said dully.

The use of her pet name made Willow inexplicably sad. "It wouldn't have worked out between us, anyway," she told him, laying a hand on his arm.

"You've made up your mind, so I'm not going to argue with you," he stated, pouring himself yet another shot. "Finish your drink, and we'll get you home while you can still walk."

Willow didn't really want to end the night on that note, but she figured it was probably for the best. She'd made her decision, after all. She dutifully drank down her last shot, collected her letter, and followed Spike out into the graveyard.

* * *

><p>A trash can sailed through the night, landing atop of several others with a crash. Spike growled in frustration, and felt his face shifting as he savagely kicked another trash can down the alley. <em>Great, all vamped out and no one to bite<em>, he thought bitterly. He'd dropped Willow off at her dormitory safely, and found himself seriously needing to blow off some steam. The thought that a few lines of drivel from the mutt could put all his plans in ruins just made his blood boil. How was he going to get her back, now?

He was looking around for something else to damage, when a slight noise behind him made him whirl. He'd never admit it to anyone, but he was a lot jumpier since his escape from that lab.

It was a girl, growing wide-eyed with fright as she took in the sight of his true face. He snarled at her, knowing it was a fruitless gesture, but not caring in the least. She screamed and threw something at him before dashing off into the night. Usually, that was his cue to chase her down. _At least I can still frighten people_, he thought wryly, _even if I can't follow up on it_. He didn't know whether to smile or break something.

He glanced down at the object he'd caught when she tossed it at him. It was her pocketbook, some silly clear plastic thing with pink edging. He snorted in disgust and started to toss it over his shoulder. _Wait a tick…_Something caught his eye, and he quickly unsnapped the purse, fishing out his prize. Then he chucked the ridiculous thing into the rubbish. He quickly flipped open the silly bint's wallet and snagged the cash inside. It wasn't much, but it was more than he'd had a minute ago. Wallet followed handbag into the bin, and he let his face shift back as he pondered his little encounter. Now here was a potential cash flow he hadn't even thought of. It was a hell of a lot less work than picking pockets, his previous source of income since his little 'change'. Hell of a lot more fun, too, he reflected with a smile. Having found a new outlet for his frustration, he headed off to find someone else who'd be willing to make a 'donation' or two.

It was his third hit of the night when he found the solution to his problems. An older couple had just handed over a purse and wallet. Spike stripped them both of cash and was about to pocket his 'earnings', when he noticed there was something else mixed in with the money. Two pieces of stiff paper were sitting in the palm of his hand. He was about to toss them into the garbage, too, when a name printed on one caught his eye. He scrutinized them both, then began to laugh at his good fortune. This was how he was going to get Willow back. It was perfect. Now he just needed the cash to pull it off. _Better get to work_, he thought, _I've got a lot to do, and very little time to do it in_.


	10. William

**A/N:** Double installment this week, as these two chapters are kind of tied together, and I didn't want to leave you hanging too much. :-) Please remember to review!

* * *

><p><strong>Chapter 10<br>William**

"_Have you heard? They call him 'William the Bloody' because of his bloody awful poetry."  
>-Party guest, 'Fool For Love'<em>

* * *

><p>Willow sat cross-legged on her bed and nursed a glass of chocolate milk. A day of sleeping had dealt with most of the effects of her hangover, and now, as early evening settled over the campus, she was working to eradicate the remaining symptoms.<p>

She looked down at the much-folded letter on the bed, the letter from Oz. She wondered for the hundredth time whether she'd made the right decision. She still loved Oz, that was undeniable, but Spike was actually here, and so attentive and flattering. True, even now they would still be friends, but she sensed that Spike wanted more than that. Thinking back on the memory of his kisses, Willow had to admit that part of her wanted more than friendship, too.

The door opened, and Buffy entered briskly. She stopped short when she saw Willow, still clad in her cow jammies, sitting on the bed.

"Will, are you alright? I haven't seen you all day. You weren't in class," Buffy noted, surveying the pajamas, the chocolate milk, and the open bottle of aspirin on the bedside table. "What's going on?"

Willow hadn't been in class because her head had hurt too much. _Never whiskey shots again_, she promised herself. A simple spell – a variation on Amy's homework spell – had convinced her teachers that she was right there in the lecture where she should be. She'd felt justified in using it, considering how beastly her head had felt. Plus, she rarely missed class anyway, so she figured she was entitled to a free pass or two. The only hitch was that she'd forgotten to spell her classmates, as well, so Buffy still remembered the absence.

"I guess I'm just not feeling well," Willow hedged, hoping her roommate would start getting ready for patrol instead of grilling her. But it seemed that Buffy could multi-task. She pulled out her gear bag from under her bed and shot a hard look at the redhead.

"You're hung over again," she stated baldly, making an adjustment to a crossbow. "That's twice this month. Will, I don't like where this is going."

"You're making a big deal about nothing," Willow insisted, "I just had a rough night, decided to take a break today."

"And we had a rough night because?" Buffy queried.

Wordlessly, Willow handed over the worn piece of paper. Buffy took it to read silently.

"From Oz?" she asked, her eyebrows rising.

Willow nodded sadly, and the blonde continued to read.

"That's it?" she said as she reached the end.

"That's it," Willow confirmed, "But he's coming back."

"I must have missed that line," Buffy said with a frown, rereading the letter.

"When he says 'I hope it won't be long until I can see you again'," Willow explained.

Buffy was dubious. "That's not much of a promise."

"But I should wait for him, right?" Willow insisted.

Buffy sat down on her friend's bed and took her hand.

"Will…"

She was interrupted by a knock on the door.

"I'll get it," she announced, jumping up and opening it.

No one was there, but Buffy turned back to Willow with a hideously mismatched bouquet of flowers in her hands.

"Are these supposed to be for you or for me?" she asked with a quirked eyebrow. "The tag just says: 'Princess, these should cheer you up'."

Willow groaned a little. How was she going to explain this to Buffy? Plus, she had a sinking feeling about those flowers' origins.

"They're for me," she confessed, getting up to take the garish offering and find a vase for it.

"From…?"

"No one," Willow said shortly, wondering how she was going to get out of this without a dusty ending for one William the Bloody. _Wait, that's it!_ "William," she amended before Buffy could ask again.

"William, huh? How come I've never heard about him before?"

"Because there's nothing to tell. We're just friends."

"Does he know that?" Buffy asked, indicating the flowers with one hand.

"Well, he likes big gestures," Willow explained, knowing instinctively that it was true. "He really is just trying to cheer me up."

"Mm-hmm," Buffy responded, looking at her roommate shrewdly. "And was he trying to cheer you up last night, too? When he got you drunk?"

"I never said I got drunk!" Willow cried defensively.

"Oh, come on, Will. You're in your p.j.'s, popping aspirin, and drinking chocolate milk – which you told me you only drink when you're hung over – at 5:30 in the evening. Of course you got drunk. Again. And I'm betting both those times were this William guy's fault," Buffy accused.

"That's not true, Buffy. No one forced me to drink. I did that myself. William just kept me company and made sure I got home alright. He was a perfect gentleman."

"He was also buying the drinks, I have no doubt."

Willow had no reply to that. It was true, after all.

"See? I doubt he wants to be just friends with you for long. Especially not with a bouquet that size. Where did you meet this guy, anyway?"

"At the Bronze," Willow replied, truthfully enough. Buffy's eyebrows went up again, though, so the redhead hastened to explain, "We've known each other for a while, we'd just never really talked before. He's actually very sweet." _When he wants to be_, she finished mentally.

"And he calls you 'Princess'?" Buffy's tone spoke volumes.

"Well, he's British. You know how they are with pet names." Willow quickly brushed aside the notion that there was anything to her nickname.

"So what does he do? Does he go here?" Buffy had the bit between her teeth, now, and would not be turned from the topic of William.

Willow thought fast. She couldn't go with the truth anymore; she had to think up a believable lie. But what? Her eyes roamed around the room, searching for inspiration. They lit on a graded paper sitting on her desk. It was her English Literature essay on Anna Laetitia Barbauld, the one Spike had helped her to get an A on. That gave her an idea. Without pausing to think about what Spike would think of the idea, Willow hastily responded to Buffy's query.

"He's a grad student. English Literature. His thesis has to do with Romantic Era women poets," she invented, hoping that was specific enough to satisfy her roommate.

Buffy's eyes widened in surprise. "Oh. Well that's…great. But Willow, you still need to be careful. Some guys tend to play at being sensitive and nice, and they're really not."

"He's not Parker, Buffy," Willow said gently, "And besides, we're just friends."

"Then why did Oz's letter lead to such a hangover?" Buffy asked pointedly.

Willow shrugged uncomfortably. "Aren't you supposed to go patrolling?" she asked.

"Admit it, Will. You have feelings for this William guy, and as long as he keeps bringing you flowers, you're going to keep having feelings for him."

Buffy gathered up her things and headed for the door.

"We can talk more about it when I get back," she promised.

* * *

><p>After her roommate left, Willow sat for a long moment, thinking about what Buffy had said. Finally, she decided she didn't want to be there for part two of the conversation. She got dressed and decided to go for a walk, instead. She hadn't gotten very far when a familiar voice came up behind her.<p>

"Mind if I join you, pet? It's not safe to be out alone after dark, you know."

"I can take care of myself, Spike. I've got magic, after all. What about you? You've got both Buffy and any Initiative patrols that might be out to worry about."

"No worries, I've got you and your glamours, right?"

Before Willow could respond to that with a list of the shortcomings of that plan, Spike began to speak again.

"Did you get the flowers?"

Willow sighed. "Yes, I got them."

"You didn't like them?" he asked anxiously.

"Well, first of all, next time could you at least buy them yourself?"

"I thought girls loved it when a fellow picks them flowers."

"Those were hothouse flowers. You didn't pick them, Spike, you stole them. Off other people's graves. That's not romantic, it's creepy."

"Well, it's not like I live in a garden, now, do I?" Spike grumbled defensively, before adding, "And secondly?"

"Secondly…" Willow took a deep breath. "Well, secondly, you and I are just supposed to be friends now, remember?"

"Sure, I remember. I'm hardly likely to forget something like that. But friends help cheer each other up, don't they?"

She ignored the remark for now. "Thirdly, your bouquet hardly went unnoticed. I had to answer all sorts of questions about who they were from."

"What did you say?" Spike asked sharply.

"Well, not the truth, obviously. I just told Buffy that my friend 'William' had sent them, and that he was a grad student studying Romantic Era poetry."

"You **what**!" Anger flared in Spike's eyes.

"I panicked! It was the first thing I could think of!" Willow protested.

"That I write poetry?" Spike was incredulous.

"Study it, not write it. Because of the help you gave me on my paper. I ended up following your advice, and got an A," she explained.

Spike clearly didn't care about her grades. "You'll just have to change it. Tell the Slayer I had a crisis of faith and switched majors, or something."

"Oh, and that won't make her suspicious. I'm sorry you don't like it, Spike, but I'm afraid we're stuck with it. It's your own fault for sending me flowers," Willow declared firmly.

Spike collapsed against a nearby tree, defeated. Willow came over and gently put a hand on his shoulder.

"Just think, it's the ultimate cover story," she offered, trying to be cheering, "No one's going to connect you with someone who reads poetry. Buffy and the others will never guess. I mean, you're the Big Bad, after all."

"Yeah," he responded glumly, "I'm the Big Bad."

Willow couldn't figure out why Spike was taking it so hard. Granted, now that she thought about it, it was a pretty embarrassing story to give out about someone like Spike. Still, it wasn't really something she'd said about him, just something she'd made up about her fictional 'William'. She hurried to think of something to cheer him up.

"I was just on my way to the coffee house," she quickly lied, "Would you like to come with me? Keep me company?"

Spike looked at her blankly for a moment, then shook himself a bit and seemed to come back to life.

"Yeah, sure, ducks. I could go for a nice cuppa. Just one condition: not another word about poetry."

"Deal," Willow agreed eagerly, happy to have gotten Spike's mind off of her horrible blunder. She took his hand and steered them towards the Grotto.


	11. An Invitation

**Chapter 11  
>An Invitation<strong>

"_But then again, what is college for if not experimenting, you know?  
>Maybe I can handle it. I'll know when I've reached my limit."<br>- Willow, 'Fear Itself'_

* * *

><p>The Grotto was mostly empty this early in the evening. Spike and Willow had found seats on one of the couches lining the walls of the small, underground café. Spike surveyed the other customers cautiously. He didn't think the soldier boy and his pals would hang out at a place like this, but it never hurt to be careful. His day had been humiliating enough so far, as it was.<p>

Poetry! Of all the possible options Willow had to choose from for his supposed area of study, she chose poetry. Poetry! He hadn't written a verse in decades, and it still managed to find a way to haunt him. He could imagine the look on the Slayer's face when she found out the truth. He'd just have to make sure she never discovered who 'William' really was, that's all.

Spike took a long sip of his coffee, trying to regain focus. He'd had a reason for tracking down the redhead today, and her coffee invitation made it that much easier. Surely he'd be able to introduce his new scheme over a few casual cups.

They talked about inconsequentials for a while: Willow's schoolwork, her magic practice, her new Wiccan friend. Spike kept waiting for the right moment to introduce his big project. He wondered if there would be a right moment, today. Willow had declared them as 'just friends' only the day before, after all. But Spike needed to know her answer soon. He had plans to set in motion. Finally, he found a break in the conversation, and plunged ahead.

"What are you doing for your winter holidays, love?"

"Not much. I was going to take some classes over the break, but the ones I wanted were full. Why?"

"Well, seeing as how you and me are best pals now, I was hoping you would save a date for me. I've got a bit of a field trip planned for us."

"If I can, I will," Willow said slowly, clearly intrigued, "When did you have in mind?"

"Next weekend," he said.

"The whole weekend?" she cried, surprised.

"Yes, the whole thing," he confirmed, "I want to take you on a trip somewhere. Call it an early Christm…" A raised eyebrow from Willow was all Spike needed to know he'd misfired. "Er…Hanukk…um…Winter Solstice present." He wasn't sure which of the two she celebrated anymore, but better safe than sorry.

"Well, it'd be late for Hanukkah, actually, but still early for the Solstice, so that works. What kind of trip?" she queried, tilting her head to the side with curiosity.

"The kind that's a surprise." He saw her start to frown, and hastened to reassure her. "Don't worry, it's all expenses paid. I'll take care of everything. All you need to do is show up."

Clearly, he hadn't allayed all of her fears, though.

"I don't know, Spike. A weekend trip? You and me? That sounds pretty couplesome, don't you think?" Her tone was skeptical.

"Separate rooms, love, separate rooms," he pledged, hoping it would be enough. "You're under no obligation to be anything more than friends, I promise you." He tried dangling a lure once more. "I just want to do something nice for you, something I think you'll enjoy."

"What?" she asked eagerly, her curiosity peaked still further.

"That, you won't find out unless you come with me," he said teasingly.

"Oh, Spike, just a hint, please?"

He thought about it, while Willow folded her hands into a begging posture and looked at him with pleading eyes.

"Alright, your hint is that it has to be next weekend, or else Cinderella's coach turns back into a pumpkin. One time offer, only," he declared.

"That's my hint?" Willow was crestfallen.

"That's a big hint. You know that it's not just a getaway. We have time-sensitive plans there, too," Spike replied, well-pleased with himself.

"But that could be anything," she complained, "It could be a shrimp-catching festival somewhere."

"It won't be a bloody shrimp-catching festival, and you know it. But the only way you're going to find out what it is, is if you say 'yes'."

"One more hint? Please?"

Spike was not proof against the power of Willow's puppy eyes. Racking his brain, he tried to think of something that wouldn't give the whole plan away.

"Alright, just one, though. It's something that we talked about. Happy?"

Willow's look was puzzled. "Something we talked about," she said to herself, "Something we…Spike! We've talked about lots of things, how am I supposed to guess?"

"Well, I never said it would be an easy hint. That wouldn't be much fun. Now are you coming with me or not?"

"Can I think about it?" Willow pleaded, stalling for time.

"Don't think for too long, princess. I've got arrangements to make and all."

"One day," she promised, still clearly pondering the riddle Spike had given her. "I'll give you an answer in one day."

* * *

><p>"What would you think if a guy asked you to go away for the weekend with him?" Willow asked.<p>

She and Buffy were sharing a rare afternoon together, enjoying iced mochas at the Espresso Pump.

"William?" Buffy asked.

Willow nodded. "He wants us to go away…somewhere, next weekend."

"Somewhere?" Buffy's eyebrow raised at that.

"He won't tell me. Says it's a surprise."

"I'd be worried," the blonde confirmed, "Plus, I thought you two were supposed to be just friends."

"It's separate hotel rooms, he promised. And he seems to keep forgetting that we're just friends, now."

"Now?" Buffy seized on the word. "Meaning you were more than friends before? Why didn't you tell me?"

Willow blushed. "It was just a kiss. A few kisses. A few nights of kissing," she corrected, remembering evenings spent making out in the graveyards of Sunnydale, during their crypt hunt, "But then I got the letter, and…"

"You decided to wait for Oz. Will, are you sure about that?"

"No," the redhead confessed, "I'm not sure of anything these days. It seemed like the right decision at the time, but now, I don't know. And this trip sounds like a lot of fun."

"How can it?" Buffy protested. "You don't even know where you're going!"

"Just the idea of going away somewhere. Plus, I always have a good time with him."

"Yeah, too much of a good time," Buffy grumbled.

"What do you mean?"

"I mean that at least twice that I know of, this guy's brought you home dead drunk. I don't think a full weekend is such a good idea."

"You're blowing things out of proportion," Willow protested, "Besides, both of those times it was because of Oz. That won't happen during this trip."

"Right, because you and this William guy are just friends now, and he's not trying to change your mind with a big mystery trip." Buffy's tone was dry.

Willow grimaced. "Stop calling him 'this William guy', would you? It's just William."

"Sorry, Will. It's just that I've never met this…William. I don't know what to think of him," Buffy countered.

"Well, he's been a good friend to me so far," Willow explained, "He's cheered me up lots of times. He's been a good listener, too. Especially as you've been kind of elsewhere, what with Riley and everything."

Buffy looked down into her drink and stirred it with her straw.

"I didn't realize I'd been ignoring you. I'm sorry if I have," she said.

"Not ignoring, precisely," Willow temporized, not wanting her friend to feel bad, "You've just been a little…distracted, that's all. And I want you to have a life, and everything. I don't expect you to drop it all for me. Plus, I've had William to keep my company."

Buffy looked dubious at that last comment, but let it slide. "Still, I've been a bad friend. I should make it up to you. Let's go shopping sometime. Say, next weekend?"

"Ha-ha, funny. You know I've got plans next weekend. Potential plans," she corrected herself.

"Sounds like you've already made up your mind," Buffy observed.

"I have to admit, the curiosity is driving me crazy. Which he probably knew. And the hints he gave me were useless. There's no way I'm going to be able to figure it out."

Willow gazed out at the street, once more trying to think of something she'd talked to Spike about that would give her a clue. They'd talked about his past a good deal. Could it be something historical? In a museum, maybe? Then why would it need to be next weekend, specifically? Or magic, perhaps. That had been another popular topic. But then, what would he have in mind? A witchcraft convention of some sort? That seemed absurd to Willow.

She realized belatedly that Buffy was waving a hand up and down in front of her face, trying to get her attention.

"Earth to Willow. You still there?" the blonde joked.

"Yeah, sorry Buffy. Just trying to decode these hints I've got," Willow explained.

"That's twice you've mentioned hints. What are they?"

"That it's something he and I talked about, and it has to be next weekend, or it won't be there," Willow recited

"Those are hints?" Buffy was incredulous.

"I don't think he wants me to guess. I've already searched the web for special events happening next weekend, but without knowing how far we're going, it's not much help."

"He could be taking you anywhere," Buffy observed.

"Well, there are limits," Willow said, eyeing the bright sunlight. Spike would need to travel in darkness, wouldn't he? That could be another clue.

"No, I mean it. He really could be taking you anywhere," Buffy said, with real concern. "Nobody would know where you were or how to reach you. We don't even know what he looks like. Once he had you in the car, he could take off for who knows where."

"Buffy, you're being a little alarmist, don't you think? Nothing's going to happen. English Lit. major, remember? He'll be a perfect gentleman, I guarantee it."

Willow just hoped it would be enough to quiet Buffy's fears. She couldn't explain about the chip, and the Initiative, and how Spike was staying close to Sunnydale in the hopes of getting the device removed. Or how Spike couldn't possibly overpower her right now, even if he wanted to.

"I don't know, Will." Buffy was clearly still dubious.

"Well, I do," Willow stated firmly, "I trust him. Can't you just trust me to trust him?"

"It's not that simple, though."

"Why can't it be? Why can't you say 'Willow, I trust you. Have fun on your trip.'"

"Because I care about you, that's why. And because I don't think your decision-making skills are the best when it comes to William," Buffy explained patiently.

"Oh, gee, thanks. A few rounds of drinks, and suddenly I can't make my own decisions?" Willow said, stung by her friend's words.

"I didn't say that. I just think maybe you don't see too clearly when he's involved. This trip is kind of over the top, don't you think?"

"No, I don't think," Willow answered primly. "I think it sounds like a fun adventure, and I want to take it. I've made up my mind, and you can't change it."

Buffy sighed. "Fine. But could you at least get a destination from this guy, in case we need to contact you?"

"And spoil the surprise? No way," Willow said stubbornly. "William's worked really hard on this, and I don't want to ruin it for him."

"Two minutes ago, you weren't even sure you wanted to go. Now you don't want to spoil the surprise?"

"Okay, yeah, sure, I still have some question marks about the whole thing, but I won't find out unless I go. And I really want to know what this trip is all about," Willow declared.

"Well, I still think you're making a mistake. I just don't trust this guy for some reason. Call it Slayer instinct. For all you know, he could be some kind of monster," Buffy pointed out.

"I know exactly what he is," Willow dodged. "He's not someone you need to worry about. Besides, even if something did happen, I've got my magic to defend me."

Buffy sighed once more. "Will, your magic isn't very reliable at the best of times. I mean, what are you going to do, anyway, throw a glamour on him? That won't stop him."

"Hey! I can do more than glamours. That's just what I've been working on lately. And my magic is much improved, now, thank you very much," Willow huffed, offended.

"Okay, fine, you're a wiz at magic. I still don't think you should go. But since I'm obviously not going to be able to change your mind, I'd rather not fight about it," Buffy said, turning back to her drink.

Willow frowned, but said nothing, focusing on her drink as well. She was disappointed. It was as if Buffy didn't support her at all, anymore. Lately, it seemed more and more as if Spike was the only one really there for her.

Thoughts of Spike brought her back to thinking about his mystery trip. Willow began to smile a little in anticipation. Whatever the plan was, it would be fun. She had convinced herself of that by now. She couldn't wait for next weekend, so she could finally find out what Spike had in mind. It was going to be great.


	12. Stolen Dreams

**Chapter 12  
>Stolen Dreams<strong>

"_I gave her everything: beautiful jewels, beautiful  
>dresses, with beautiful girls in them"<br>-Spike, 'Lover's Walk'_

* * *

><p>Willow looked around, suitably impressed. She had a feeling that the hotel room she was standing in was actually fairly standard, but it had been a long time since she'd been on an overnight trip. Childhood memories paled next to the reality of her own, personal hotel room, far from Sunnydale.<p>

She hadn't know what to expect when Spike's foil-covered DeSoto had pulled up at the curb at noon. In fact, her bag was probably twice or three times the size it needed to be, because she had wanted to be ready for anything. Spike had grumbled, but she told him in no uncertain terms that it was all his fault for not telling her where they were going. In fact, he still refused to tell her until they were an hour or more on the road.

Willow's eyes sparkled at the memory of him finally revealing their destination. San Francisco! She'd never been there before, and she wanted to see all of it. Plus, Spike still had something up his sleeve. Willow knew from her hints that he had more planned for this trip than just a sight-seeing excursion.

A knock at the connecting door between their rooms brought Willow back to the present. She hurried to let Spike in.

"How's the room, ducks?" he inquired.

"It's wonderful," she gushed, still excited by the adventure she was on.

"It was the best I could do," Spike admitted, "I'm glad you like it."

"Now will you tell me why we're here?" she cajoled.

"You are here to enjoy yourself…" he began

"No, Spike, really. Please tell me!"

"Well, tomorrow during the day, you are free to see the sights and, as I said, enjoy yourself," he paused before continuing, "But in the evening, I was hoping you'd do me the honor of accompanying me?"

He held out two tickets, and Willow seized them eagerly. One look was enough to send her into the stratosphere again.

"La Bohème! Oh, Spike, thank you!" She whirled around the room in excitement, until a sobering thought struck her.

"I don't have anything to wear," she said with growing horror, seeing her night of joy slip out of reach. She glared at the large bag on her bed, filled with clothing to deal with anything… anything but this.

"Remember how you asked me about those garment bags I had in the car?" Spike asked, smiling a little. "Well, one of them is for you, princess." He went back into his room to fetch it. "Here, try it on for size. We can get a tailor up here if it doesn't fit."

Willow took the bag from Spike, then stared at him pointedly.

He coughed slightly. "I'll just wait in there, then, shall I?" he said, before disappearing into the other room and closing the door.

She settled the garment bag on the bed and unzipped it, eager to see what it contained. She gasped in amazement, then hurried to try the dress on.

She paused before her mirror and stared. She was wearing a long, sleeveless sheath dress made of dark green satin. There was a small slit in the side, and the dress flared at the bottom into a small train. It was slightly too tight for her, but that was all to the good, in Willow's eyes, as it merely accentuated her figure. For a long time, she stood staring at herself, until a knock at the door reminded her of Spike's presence.

"You can come in now, Spike," she announced.

Spike entered carrying a pair of high heels. "These should fit," he said as he offered them.

Willow tried them on. With the shoes, she looked even more elegant. Spike whistled in approval.

"Very nice, love. You'll knock 'em dead tomorrow night. I'll be right proud to have you on my arm."

"Thank you so much, Spike," Willow said, giving him a quick hug. "You didn't have to do all this," she protested.

"Nonsense," he replied calmly. "I just like seeing you smile, princess. Besides, I think you deserve a weekend away from it all."

"It has been a rather tough first semester," Willow agreed, more than willing to justify their little excursion. She looked out on the night skyline and added, "I can't wait to see the city tomorrow!"

"Speaking of tomorrow, this is for you," Spike said, handing her a substantial wad of cash.

Willow was confused. "What's this for?"

"Spending money, in case a trinket or two catches your eye."

"I couldn't, Spike. I do have my own money."

"I said 'all expenses paid' and I meant it," he persisted, shoving the money into her hand.

"But Spike, I couldn't spend your money."

"Take it with you, anyway, just in case. Things might be more expensive than you thought they'd be. Besides, I want you to spend it. It's time to indulge a little, right?" Spike coaxed.

"Fine, I'll take it with me, but I won't spend it," Willow stated firmly, or tried to, but a mammoth yawn interrupted her.

"Guess you'd better get some rest, princess," Spike said, leaning over to kiss her lightly on the cheek. "I'll see you tomorrow."

"Goodnight, Spike. Sweet dreams," Willow called after him as he headed into the next room.

* * *

><p>Willow was up early the next day. She grabbed a quick breakfast and a handful of brochures from the lobby, and headed out into the morning. She couldn't see everything, unfortunately, so she pared her trip down quickly to the few things she wanted to see the most.<p>

Fisherman's Wharf was her first stop, as it was just a few blocks from the hotel. She enjoyed several hours wandering around, taking in the sights, browsing the shops, and buying souvenirs for Buffy and the others. She spent more than she intended to, and realized with dismay that she would have to dig in to Spike's money in order to visit her next stop.

Rationalizing to herself that travel expenses were part of her 'all expenses paid' trip, she handed over the fare for her cable car ride. It was a little cliché, she knew, but she couldn't pass up the opportunity to try something so well-associated with the city. Plus, it was the best way to get to her destination.

She rode the car to the end of the line, then struggled to locate the Museum of Modern Art. Her map said that it wasn't that far, but the reality of busy city streets made it difficult to find.

Finally, she located the building, but found to her dismay that admission was nearly twice what she'd expected. Sunnydale's museums were much cheaper. Out came Spike's stash again, as Willow was too determined after her struggle to give up on visiting that easily. _I'll pay him back_, she told herself as she got her ticket and went in.

Now was the moment when Willow was glad that she was alone. She could think of no one among her friends who would be comfortable at a modern art exhibit. She was spared the snarky remarks and asinine questions, and could just experience the art. She wandered the galleries in a happy dream, until the rumbling of her stomach recalled her to the passing of time.

Once more, Willow found it easy to rationalize another expenditure, this time for food. She ate a quick lunch and headed out into the city once more.

It was in Chinatown where Willow finally met her defeat. One of her first stops was a Chinese apothecary, and there in the front was a sign proclaiming: "Ylang-ylang, ½ price". It was a bargain price for the expensive oil, and the Wiccan in Willow just had to have it for her spell-casting.

Gone were the rationalizations, the offers to repay what she was using. Spike had intended for her to spend the money, and that was what she was going to do. The ylang-ylang went into her shopping basket, and so did quite a few other herbs and oils.

Exiting the store with her purchases, Willow found herself with a new sense of freedom. She could buy whatever she liked, so long as the money held out. Bursting with enthusiasm, Willow began to shop in earnest.

An hour or so later, Willow put her feet up in a small corner restaurant and sighed happily. She sipped her wonton soup and surveyed her purchases. A few canisters of tea, a carved wooden fan, a faux-jade carving for Spike, and several Mandarin-style blouses and dresses. She'd had just enough left over for this little snack and the trip back to the hotel. She couldn't wait to show Spike what she'd bought.

Thinking of Spike reminded her of their evening plans. Checking her watch, she quickly paid for her soup and gathered her things together. She had just enough time to get back to the hotel and get ready.

* * *

><p>Willow finished with her makeup and sat staring at her reflection, happily musing about the wonders of their excursion so far. <em>And the best is yet to come<em>, she thought, smiling to herself. A knock on the connecting door startled her out of her daydreams.

"Come in," she called gaily.

Spike entered the room in a nicely fitting black tuxedo. Willow's jaw dropped.

"Wow, Spike. You look…wow," was all she could manage.

"You didn't think I was going to the opera in jeans and a t-shirt, did you? No, tonight it's top hat and tails."

"You have a top hat?" she asked eagerly.

"Figure of speech, love. And you," he continued, coming around to stand behind her chair, "You look absolutely stunning."

Willow looked at herself in the mirror. Alone in the mirror. It was rather disconcerting, knowing Spike was right there, but not being able to see him.

"Actually," he mused, almost whispering in her ear now, "I believe there is something missing."

She turned to look at him questioningly, but he just gestured for her to look into the mirror once more. Willow scanned her reflection nervously, searching for something that was missing or out of place.

It was like a conjurer's trick, when it happened. One minute, her neck was bare. The next moment, a beautiful jeweled necklace appeared in the mirror, as Spike fastened it around her throat. His hands had concealed its reflection until the last minute.

Willow sat speechless as she stared at the beautiful creation encircling her neck, the emeralds and diamonds flashing and sparkling in the light. It was real; she could feel the cold weight of it against her skin. But how? How had Spike managed it?

"Spike, no, I couldn't. It's too much," she protested, still somewhat in shock.

"You don't like it, princess?" Spike sounded puzzled.

"It's gorgeous, but that's not the point. I can't take a gift that's this expensive. I don't see how you could possibly afford it."

Her voice trailed off, then, as suddenly she did see. She knew with certainty how Spike had acquired the necklace, and everything else.

"You stole it," she accused flatly.

"Liberated it," he countered calmly. "Freed it from a fate worse than death. You should have seen the old bat that was wearing it."

"It's stolen property," she maintained, ignoring his remark, "The necklace, the dress, the tickets, all of it!"

"Hey, I paid good money for that dress," Spike protested.

"Money that you stole," Willow spat.

"Well, yeah," he responded, as if it were obvious, "I'm a vampire, love. I can't earn money any other way."

"Buffy and Giles pay you to work for them."

"And they pay me what? Enough for blood and smokes? Just barely. Nothing left over for a trip like this. I wanted to take you to the opera. And more than that, I wanted to show you the world."

Willow was not completely immune to this sentiment. She'd wanted to see the world, too. She'd wanted to believe that Spike could give it to her, magically. Now, faced with the reality of the situation, Willow was ending up at war with herself once again.

"They look so good on you," Spike coaxed, as Willow stared into the mirror at her stolen finery. The vampire's fingers traced lightly across her skin, following the outlines of the necklace. The unseen, ghostly touch made her shiver pleasantly, and she fought to ignore it.

"They look right, as if they belonged on you," he continued, his voice still a whisper in her ear, "It couldn't hurt to wear them just once."

Willow opened her mouth to protest, but Spike forestalled her.

"The money for the dress, the tickets, all the rest, we can't return them. We've got to use them tonight, or they're wasted, no good to anyone. But the necklace…the necklace, I know who it belongs to. We can return it as soon as we're back in Sunnydale," he offered.

Willow considered this gravely, toying with the necklace as she thought. Spike's phantom caresses continued, distracting her further.

"You mean…" she began.

"I mean you should wear it tonight, the whole lot – dress, shoes, necklace – and come to the opera with me. We may as well use what we have. For one night, we'll pretend it's all ours. Then tomorrow we'll worry about what's right."

"And we'll return the necklace?"

"If you want to, we can," Spike confirmed.

Willow turned back to her reflection, chewing lightly on her bottom lip as she puzzled over the ethics of the situation.

"Just one night, princess. Let's live the fairytale for one night. Cinderella can return her borrowed jewels tomorrow."

"They're not borrowed, they're…"

"Shh," He put a finger to her lips. "Tomorrow. We'll deal with it tomorrow. Tonight, let's go to the opera."

Willow was torn. She wanted to do the right thing, to refuse these stolen goods, but a big part of her wanted this night, wanted to go to the opera in her beautiful dress and shining jewels. Could it really hurt to wait one day? It wasn't like she was going to get caught. They were in San Francisco, miles away from the owner.

"It's just one night, princess," Spike murmured in her ear again.

Princess. Yes, she would be a fairytale princess for one night. For one night she just wouldn't think about any of it, and she'd put it right in the morning. It couldn't hurt to wait, could it? Tonight she'd let Spike show her the world.


	13. Champagne

**Chapter 13  
>Champagne<strong>

"_I love this part! Don't you love this part? When it's all new and everything is a discovery?"  
>-Willow, 'The Harsh Light of Day'<em>

* * *

><p>Willow stepped out of the rented town car, and looked around her. The columned façade of the opera house, lit up brightly for the evening's performance, loomed over her. She was tempted to pinch herself, not daring to believe that it was all real.<p>

Spike held out an arm, and she took it, letting the vampire lead her through the gathering crowds and into the imposing building.

Once inside, Spike whispered, "I'll be right back," and disappeared, leaving Willow gawking at the beautiful lobby. More columns, combined with a huge, arched ceiling, left her feeling a little overwhelmed.

"Champagne?" Spike was back, offering her one of the glasses he was holding.

She took it eagerly, never having tasted real champagne before. She clinked glasses with Spike before trying a sip. That sip was followed by several others, as Willow decided that she liked the bubbly wine. She looked around at all the people dressed in their finest, then looked down at her own outfit. Truthfully, she felt like Cinderella at the ball, with her gorgeous dress and flashing jewels. Except instead of a fairy godmother, she had Spike.

She frowned a little, then, as she remembered where it all came from. Willow quickly pushed the thought away, though, unwilling to let it mar her evening.

_Tomorrow,_ she promised her conscience, _I'll think about it tomorrow._

Finishing her drink, Willow allowed Spike to steer her into the main opera house and down to their seats. Once again, she was caught gaping like a tourist at the sheer size and scope of the room.

Sitting there waiting for the performance to start, Willow felt herself growing more and more uneasy. Surely, any minute now someone would rush over here and demand to know how they got their tickets. She kept glancing back over her shoulder at the door, expecting to see an officious usher, or worse, a police officer heading towards them.

But nothing of the sort happened, and Willow finally began to relax as the orchestra started tuning up, and the house lights dimmed in anticipation of the start of the performance.

Willow had never seen a real, live opera before. She'd seen performances on public television, and old filmstrips in the school library, but nothing had prepared her for the real thing. She knew the plotline, a tragic tale of love and sickness amongst poverty in the Latin Quarter of Paris, and she'd listened to some of the music, but she'd never seen it performed before.

Her heart leapt with excitement as the orchestra suddenly swelled into the overture, and the lights went down. She laughed along with the antics of the four bohemians as they tricked their landlord out of the rent, then sighed at the romance of it all, as bohemian Rodolfo and his neighbor, Mimi, found themselves falling in love. _Was there anything better than love at first sight?_ she mused. She hummed along with the bohemians' friend, Musetta, who sang a bawdy waltz as the characters caroused in the streets and cafés of Paris, then snickered with the rest of the audience as Musetta's older lover got stuck with the bill.

The lights came up to signal the intermission, and Willow struggled to come back to reality. She was still humming the waltz as they made their way back into the lobby. Once again, Spike left her side, only to reappear later with champagne. Willow took her glass, and sipped it contemplatively. She looked over at Spike, thinking of the one thing she had noticed outside of the opera. For a while, she debated whether to say anything at all, but finally, she spoke.

"You're not watching the opera," she accused.

"Sure I am," Spike replied easily.

"No, you're not," Willow insisted, "Every time I look over, you're staring at me."

"And I can see the whole performance on your face. It's a stage I'd far rather watch, anyway," he countered.

The explanation made her blush.

"Really?" she asked, flattered.

"Really, truly," Spike responded, "Now drink your champagne, the next act's about to start."

The second half of the opera was the more tragic half. Again, Willow lived the drama along with the characters on stage. She huffed in indignation when a sick Mimi revealed that Rodolfo had left her, then softened and grew misty-eyed as he explained how he thought it was in Mimi's best interests. As the lovers agreed to reunite for a brief time, she was saddened by the shadow of doom hanging over them. Willow gasped at Mimi's appearance in the final act, all sickly and haggard, and she wept with Rodolfo as Mimi finally succumbed to her illness and died.

Spike slid his arm around the crying young woman, and pressed his handkerchief into her hand. She dabbed at her eyes gratefully, as she leaned into his shoulder. Then it was time to stand and applaud the cast, and Willow did it with all her heart.

Finally, the lights came up and they made their way back to the waiting car.

"Dinner?" Spike asked, as he held the door for her. "I've made reservations."

Willow's stomach growled inelegantly, and she was reminded of how long it had been since she'd eaten. She nodded her agreement, and they set off.

* * *

><p>Spike had selected an upscale French restaurant not far from the opera house. The maitre d' showed them to their table, right along one side of a small dance floor. It was empty at the moment, but on the other side stood a grand piano where a pianist was playing "Strangers in the Night". Spike stopped and pulled out Willow's seat for her before taking his own. Willow was touched by the small gesture.<p>

A waiter with an authentic-sounding French accent came over with menus and inquired about drinks.

"A bottle of champagne," Spike ordered.

"I will just need to see mademoiselle's I.D.," the waiter informed them.

Willow was crushed, but Spike merely said, "I've got that right here, mate," before passing a hundred dollar bill to the waiter.

"Ah, very good, monsieur. One bottle of champagne."

Willow gaped at her dining companion.

"Spike!" was all she could manage as a protest.

"Oh, and suddenly we're playing by the rules tonight?"

She blushed and looked down.

"Besides," he continued, "I saw how much you liked the champagne, earlier. I just like seeing you happy."

They concentrated on their menus for a while. Willow was glad of her French lessons, as there was no English anywhere on the menu. She looked up to see that Spike seemed to be having trouble with his, moving it back and forth. She decided to help out as diplomatically as she could.

"Spike, would it be okay if I ordered for both of us?" she asked sweetly, "I'd love the chance to practice my French."

Spike put down the menu with obvious relief.

"Just order me something that looks like a steak," he instructed.

"Filet mignon?" she asked.

"As long as it's rare, I'm happy," he confirmed

Willow gave their order in flawless French, then sat back to enjoy her champagne. Spike, however, had other plans.

"Dance with me, princess?" he asked, holding out a hand.

Willow was a little nervous about dancing in front of the whole restaurant, but she let Spike draw her out onto the dance floor.

He left her standing in the center of the floor and went over to the pianist. More money changed hands, and Spike whispered something into the other man's ear. He nodded and the tune he was playing modulated into the introduction of a new song.

Willow couldn't help but smile as she recognized the tune. Spike smiled back at her and took her in his arms, beginning to steer her around the dance floor. Willow found herself humming along as the lyrics ran through her head.

'_That old black magic has me in its spell,  
>That old black magic that you weave so well,<br>Those icy fingers up and down my spine,  
>The same old witchcraft when your eyes meet mine<em>.'

Spike was not the best dancer in the world, but he managed to keep from stepping on Willow's toes, or her dress. She found herself relaxing into his embrace, no longer concerned with the curious eyes of the other patrons. She gave a sigh of regret when the song ended, but their dinner had just arrived, and she was hungry.

Willow eagerly cut into her coq au vin and took a bite. It was heavenly. But Spike had barely cut into his meal before he signaled for the waiter. In halting French, he stated that his dish was supposed to be rare.

The waiter was apologetic, but explained that they weren't allowed to serve food rare, not even for an additional fee. That last was added on as Spike reached for his wallet again. He sighed heavily and put it back.

"Bon, d'accord," he grudgingly agreed, before turning back towards Willow. "Bloody regulations, ruin a man's dinner."

"You speak French!" Willow accused, surprised and delighted.

"Not as well as you, but yeah, I speak a little."

"That'll be useful when we go to Paris," Willow stated, then grew red with embarrassment when she realized that she'd spoken aloud. The Paris trip was just a daydream of hers.

"Are we going to Paris, then, love?" Spike inquired with some amusement.

Willow put a hand over her face, then looked at Spike through her fingers.

"It's the champagne," she said weakly, "It makes me say things instead of just thinking them."

"Well, that could be useful," Spike teased gently, then took her hand and said, "Still, it might be nice to visit Paris with someone who likes it."

Willow thought about that for a moment.

"Drusilla didn't like Paris?" she ventured.

"Hated it. I never knew quite why. It'd be nice to see it through someone else's eyes."

"Maybe someday we will," Willow said, allowing herself to dream a little.

"I'll drink to that," Spike responded, and they both toasted the idea.

Willow decided to steer the conversation around to what she really wanted to talk about.

"What did you think of the opera?"

"I think you enjoyed it very much," Spike dodged.

"Come on, Spike."

"I think it'd be more productive if **I** asked **you** what you thought of the opera," he countered. Willow reflected that he was probably right.

"I loved it!" she admitted, "It was so beautiful, and sad. Although…"

"Although what?" Spike asked, actually managing to look interested.

"I didn't like the part in the third act where he leaves her 'for her own good'. I don't much approve of that sort of philosophy."

"Don't imagine that you would, princess," Spike said, taking her hand once again.

She took a long drink, then looked Spike straight in the eye.

"You wouldn't do that, would you, Spike? Leave a girl because you thought it was 'for her own good'?"

Spike shook his head. "Not me. I'm far too selfish."

Willow laughed at that.

"I'm serious, pet. When I fall for a girl, it's forever. Literally."

"That's true," Willow conceded, growing thoughtful, "Well, always provided that she's a vampire, too."

"That is a valid point," he agreed, "But you have to admit, I've got quite a track record in the commitment department. Over a century in my last serious relationship."

"But you're over her, right?" Willow asked, suddenly finding herself a bit jealous.

"Well and truly," Spike confirmed, giving her hand a squeeze, "As I told you once before, I've moved on."

Willow felt the heat rising in her face under Spike's steady gaze. She was acutely aware of his hand on hers, the coolness of his skin contrasting with the warmth of her own. Uncertain what else to do, she finished off her glass of champagne, and was relieved when Spike broke off his stare to pour her another one.

* * *

><p>Willow spun in happy circles, barefoot beneath the full moon. They were high atop the roof of their hotel. Spike had picked the lock on the stairwell door, and now the San Francisco skyline was laid out before them.<p>

"You're going to make yourself sick if you keep that up," Spike cautioned, opening a fresh bottle of champagne, and pouring it into glasses. His bowtie hung undone around his neck, and several buttons on his shirt were unfastened.

Willow stopped spinning and came over for her glass. She was fairly tipsy already, but she didn't care. Tonight was her night to indulge, after all. She took a long drink, then set it down.

"Dance with me, Spike?" she asked, holding out her arms.

Spike quickly obliged, taking her in his arms and holding her close. The moon shown down on the couple, illuminating them with a ghostly light, as they moved and swayed to a music only they could hear.

Willow sighed happily as she rested her head on Spike's chest. It felt so nice, just being together. She regretted ever choosing Oz over him. Gone were her doubts about the vampire. Spike was devoted, he was committed. Spike would never cheat on her or leave her, she was sure of it. Spike, she decided, was the one.

"Spike?" she asked, raising her head, "What would you say if I said I changed my mind?"

She could see the hope rising in his eyes as her meaning penetrated.

"I'd say it was about bloody time," he responded, pulling her closer in a possessive hug. "But are you sure pet? You are a teensy bit drunk, after all."

Willow waved away the notion that the alcohol had anything to do with it.

"I think I've always known it was you, deep down. I was just afraid to acknowledge it, that's all."

She lifted up her face to be kissed, and Spike did not hesitate to do so. One kiss followed another, and they stood entwined in each other's arms, bathed in moonlight, until a security guard finally caught them and chased them back downstairs.

A short while later, Willow stood in the door to her hotel room, shoes in hand, trying to coax Spike inside.

"Just for a little bit," she pleaded.

"Sorry, love. I promised to be a gentleman on this trip, and that's what I intend to do," he said firmly.

"You can come in for a few minutes and still be a gentleman," Willow argued.

"Maybe so, but it's late. We're going to need to leave fairly soon. You'll need time to change and pack."

"Leave? Already?" Surprise colored her voice.

"It's almost dawn. We've got to be on the road before the sun comes up. You can sleep in the car."

Willow leaned forward and gave Spike a long, passionate kiss. His arms wound around her tightly as the kiss continued, and she smiled to herself.

"Maybe I don't want to leave," she whispered in her best seductive voice.

Spike detached himself reluctantly.

"I had a great time, too, but we have to go back home sometime. Especially since you have people expecting you tomorrow," he reminded her.

Willow pouted a little at that, but grudgingly admitted that he was right.

"Don't worry now. You and I will still have plenty of fun in old Sunnyhell. Just you wait and see."

With that, he gave her a final kiss and left her to her packing.


	14. Just Rewards

**A/N:** Sorry I didn't update last week, real life got in the way. So here are two chapters this week for you to read and review.

* * *

><p><strong>Chapter 14<br>Just Rewards**

"_You could at least…say hello to these pretty pieces of paper."  
>-Spike, 'Out of My Mind'<em>

* * *

><p>Spike sat in his chair, enjoying a beer and watching television. He was waiting for Willow to return from her errand.<p>

The little witch had gone to return the necklace to its proper owners. Knowing Willow's difficulties with lying, Spike had left the jewels, along with the owner's wallet, in a paper bag, hidden in a prearranged spot on the fringes of the cemetery. That way, Red could truthfully say that she had found it there.

Spike was well pleased with himself. The San Francisco trip had been pulled off almost without a hitch, and now Willow was his again. Even her discovery that Spike had stolen the money to fund the trip had ended up working in his favor. Temptation had won out over doing good, in the end. That was the Willow he wanted to see, the one that gave in to her darker side and did as she pleased.

The crypt door opened, and Willow trudged in, bag in hand, looking downcast.

"It didn't go well, pet?" he asked, wondering what had gone wrong.

She didn't answer, simply handed the bag to Spike, and took a seat at his feet, laying her head in his lap.

He idly stroked the red hair with one hand as he opened the bag with the other. He whistled when he saw the contents.

"That's a tidy stack of cash," he observed, "Must be a few thousand."

"My reward," she confirmed, "Seems the necklace was worth quite a lot."

"And they gave this to you out of the goodness of their hearts?" he questioned, knowing the answer. He'd seen this couple, after all.

She grimaced. "Not until I mentioned that I'd thought about taking the necklace to the police, first, like you said to." She squirmed around to look up at him. "Why did you tell me to say that?"

Spike gestured with the bag of money, before setting it on the floor. "Insurance money. A necklace that expensive is insured. They've probably already collected on the claim. Now, they can keep the money and the necklace, as long as the authorities don't find out."

"But that's like stealing!" Willow cried out indignantly.

"That's the way the world works, princess. They only gave you a reward to keep you quiet about it."

She looked even more disgruntled at that. "Returning the necklace was supposed to make me feel better. I didn't do it for a reward. Especially not for hush money!"

"You can still feel good about yourself, and keep the cash, too."

"Yeah, maybe," she shrugged.

"Something else is bothering you," Spike divined, looking down at her.

Willow shrugged again, and said, "It's nothing, really. It's stupid."

"What?" he coaxed, looking empathetic.

Reluctantly, Willow began to explain, "When that lady got her necklace back, she put it on right away…"

"…And it looked better on you, didn't it?" Spike guessed.

"Exactly! I was so jealous, I was sorry that I'd brought it back," Willow blurted out, looking horrified at herself.

"Human nature, that's all. No need to get down on yourself."

"Yeah, but it made me feel like I should have kept it, or something."

Spike pulled her up into his lap, and gave her a long, gentle kiss. She relaxed back into his arms.

"Just think of it, pet. You've got a nice, little stash there to make up for it. We could go on another trip, if you wanted, entirely on the up and up this time. With plenty left over for a trinket or two, maybe even some new clothes."

Willow looked down for a long moment, considering.

"Speaking of being on the up and up," she began, and Spike groaned to himself. He'd been expecting something like this. "We need to talk about the stealing."

"What about the stealing?" he asked, playing for time.

"It's wrong, Spike. And I know you're evil and all, but I don't want you to do it anymore," she said, regarding him soberly.

"I have to get money somehow," he argued, trying to appeal to her sense of logic, "Buffy doesn't pay nearly enough to live on."

Willow shook her head, clearly not buying it. "I can't do it, Spike. I can't accept gifts from you if I know they're stolen."

"Alright, I can work with that. No more gifts that are stolen or paid for by stolen money," he compromised, "I'll only use the money I've earned legitimately."

She frowned a little at that, knowing he wasn't promising everything she'd asked for. She must have sensed that she couldn't push him any further, though, as she accepted his promise without a fuss.

Spike kissed her once more, and asked, "So, what are you going to do with your ill-gotten gains?"

"Not funny, Spike," she reproved, before stopping to think about it. "I'm not sure. I can't bring it back to the dorm, though. Buffy'll get curious."

"I meant 'what are you going to spend it on', but if it's a question of storage, you can always keep it here," Spike offered.

"Here?" Willow's voice was highly skeptical.

"You think I'd spend your money? I'm hurt," Spike said with mock indignation.

Willow giggled.

"Seriously, though," he continued, looking at her soberly, "I'd put it away in a special place. I wouldn't touch it. And you could have access to it whenever you like."

"Okay," she finally agreed, still looking a bit in shock over the reality of it all.

"Here," he said, fishing out some of the cash, "Take this with you. You might see something you want."

Willow took the money reflexively, and stared at it for a moment. Then a light flared in her eyes, and Spike knew she was imagining all that she could buy. _She'll do alright_, he thought, _All she needed was a little prompting_.

* * *

><p>"Just one more store, then we can hit the food court," Willow promised, turning in to the next boutique.<p>

"I've never seen you shop like this," Buffy observed, following her friend, "What gives?"

"Oh, you know, just getting into the late Hanukkah spirit," Willow dodged. That had been her cover story, that it was a holiday gift from her parents, currently in Tokyo. They'd forgotten to get her something this year, so she felt justified in using that story.

"Here, try this one," Buffy said, handing Willow an outfit.

Willow eyed it dubiously, but went to try it on anyway. She was relying heavily on the other girl's fashion sense to revitalize her wardrobe.

"It still doesn't explain why you're shopping like this," Buffy called into the dressing room after her, "You usually go more funky than trendy."

Willow didn't respond, choosing to simply come out and model the ensemble, instead.

"Hmm…No, that's not your color," was Buffy's critique.

Willow was relieved that her friend's assessment matched with her own opinion. Maybe she was getting the hang of this trendy shopping thing.

"I do like the style on you, though," the blonde mused, "Try it in this color."

The redhead dutifully went back to try the new one on. She was glad that Buffy seemed distracted from her earlier line of questioning. A few minutes later, though, Willow was admiring the difference the new color made, when Buffy tossed a question over the door.

"Does it start with a 'W'?"

Willow wrinkled her brow in confusion, and came back out into the store to face her friend.

"Does what start with a 'W'?" she queried.

"The reason you're wearing that. The reason behind this whole shopping trip."

"I just wanted to update my wardrobe, you know," Willow hedged, still a little shy about sharing, "I wanted a more grown-up look."

"Plus, you're dating an older man," Buffy guessed.

"Okay, yes, I am," Willow confirmed, suddenly tired of avoiding the issue, "William and I got together this past weekend."

"Oh, Will, you two didn't…" Buffy's tone was concerned.

"He was a perfect gentleman, just like he said he'd be," Willow said, hunting through the racks for another outfit. "How about this one?"

"No, try this instead," Buffy replied, momentarily distracted. But her tone was dry as she continued, "So, the big mystery trip worked, huh? He certainly spent enough money on you."

Will winced a little at that, knowing her roommate was thinking of the armload of souvenirs she'd brought home.

"Well, it's kind of nice to have a boyfriend that spends money on you," Willow observed, trying on the latest garment, "I mean, my last boyfriend's idea of a romantic gift was a Pez dispenser."

"You loved that Pez dispenser!" Buffy accused.

"I did," Willow agreed, with sad nostalgia, "But it doesn't compare with a night at the opera."

Willow changed back into her own clothing, then took her purchases to the register. She added one more bag to her growing collection, and the two girls headed for the food court.

Once seated with their food, though, Buffy turned the conversation back to Willow's relationship.

"Just tell me there's more to it than money and alcohol," she pleaded.

"There is," Willow confirmed, "He's so sweet and thoughtful. And really handsome. Plus, he speaks French, and reads poetry, and…" She trailed off, uncertain. How much was she actually saying about Spike, and how much was about her fictional 'William'? It was getting confusing, having these two identities.

"Well, based on your description, he sounds great, but…"

"But what? Come on, Buffy!"

"I just don't trust him. Maybe because I've never met him. Or maybe because I've seen too many things that were 'too good to be true' that ended up not being true at all," Buffy explained, digging in to her salad.

"He's not 'too good to be true'. He has flaws, too," Willow countered.

"Name three of them," the blonde challenged.

"Well, he smokes, he can be impatient about a lot of things, and he doesn't like opera." _Also, he's a vampire_, Willow thought to herself.

"Wait, he doesn't like opera? I thought that's where you went this weekend."

"He took me there because I liked it. He didn't say anything, but I think he was bored silly by the whole thing," Willow explained.

"Did you at least check to make sure this guy has a reflection?" Buffy demanded.

"Oh, please. I think I can spot a vampire by now," Willow huffed, starting to get offended. _Does she give me no credit for brains?_

"I still think you should have William meet the rest of your friends. We should all get together one of these nights, like a triple date or something.

Willow pondered that image for a moment. Spike, the Slayer, three Scoobies, and an Initiative soldier. _Yeah, that's going to go well_, she thought. She tried to think of a way to avoid committing to anything.

"I don't know, Buffy. I mean, I do want you guys to meet him, someday. But right now, I'm really enjoying having something that's just mine, you know?"

"I guess," Buffy responded, as they cleared away their trays and headed back out into the mall, "But you can't hide him from us forever, you know. One of these days, we have to meet."


	15. A Night Together

**A/N: **Okay, this is my first attempt at writing a love scene. I know it has flaws, just be nice when you review. :)

* * *

><p><strong>Chapter 15<br>A Night Together**

"_Details! I mean, not details. I don't need a diagram,  
>but, you know, like maybe a blurry watercolor."<br>-Willow, 'The Harsh Light of Day'_

Spike knocked on the door of Willow's dorm room, and waited impatiently for an answer. Buffy apparently was spending the night out, and Willow had invited him over for some unspecified plans.

"Come in, Spike," the witch called out.

_Another blind invitation? Doesn't she know better by now? _He entered, fully intending to scold her for her lack of caution, when the words died on his lips.

The lights were off, leaving illumination to the dozens of candles scattered around the small room. And Willow…

Spike swallowed hard, and took another look at the young redhead, not quite believing what he saw.

Willow was standing in front of him, clad in a floor-length negligee. It appeared to be made of cream-colored satin, with a floral pattern running from one shoulder across to the opposite hip, and down to the floor. A slit ran up the other side to a point high on her thigh.

Spike was speechless. His mouth was dry, and his mind was racing. _Does this mean what I think it does? And is she really ready?_

He ran a hand through his hair, then let it fall. It bumped up against a small object in his coat pocket, and it was enough to draw his scattered wits together.

"I brought something for you," he managed to say, fishing the small parcel out.

"For me?" Willow asked, taking the heart-shaped box eagerly.

"Now, I'll have you know that I paid for that with my own money. Not one penny of it was stolen," Spike said defensively, before Willow could even think to ask. "That's why it's not all that good. You deserve better, pet."

"It's from you, Spike. I'm sure I'll love it," she reassured him, opening the box.

Inside lay a flat heart-shaped pendant on a thin gold chain. The word _'Princess'_ was engraved on it in flowing script.

"Oh Spike! It's perfect!" Willow gushed, before fishing it out and demanding, "Help me put it on!"

Spike managed to get his fingers to work enough to fasten the clasp, and he got to see just how low-cut the back of her negligee was. Then he stood back as she turned to model her new finery. He had to admit, the simple necklace suited her far better than diamonds and emeralds.

Willow gave him a big hug as a thank you. As his hands closed around her middle, he could feel the textures of her outfit. The satiny fabric was smooth and cool to the touch, and Spike felt his hands sliding past her waist, coming to rest low on her hips.

"Does that little number mean what I think it does?" he asked in a husky whisper, all concerns about timing having vanished at the feel of her in his arms.

For an answer, Willow reached up and began to take off his jacket. He let it slide to the floor, then tried to quickly toe off his boots. That didn't work very well.

Willow led him to sit on the edge of her bed, kneeling down to unlace his boots for him. Spike reached down a hand to stroke her hair, then drew her up into his lap and kissed her.

They sat kissing like that for several minutes, before moving to lay down in each other's arms. Willow managed to remove Spike's red button-down shirt as they shifted positions, and then she began to tug at his t-shirt.

"Slow down, princess," he cautioned, capturing her hands and placing a kiss on the palm of each one. "We've got all night, after all."

Spike wasn't usually one for taking his time, but he knew Willow was expecting something special, this first time together. He didn't want to disappoint.

They lay entwined together for a long time, hands slowly moving across skin and clothing, lips meeting and parting and meeting again.

Finally, Willow broke off and said, "Spike, I want to feel you," while tugging on his t-shirt once more. Obligingly, he whipped it off, and threw it across the room. Willow's warm hands eagerly began to explore, and Spike closed his eyes, the better to concentrate on the delightful caresses.

He rolled over onto his back, and pulled her atop to straddle him. The warmth of her body pressing down on his was driving him crazy. He drew her up into a kiss, then began kissing his way down her throat.

As he worked his way along her collarbone, his hands came up to cup her chest. She moaned and writhed at the touch, setting off a mirror reaction in Spike.

_Finally_, he thought to himself, as his mouth worked greedily lower, _Finally, all the plotting and scheming pays off_. Truthfully, he'd come such a long way from his first 'love her and dump her' plan. Now he tried to concentrate on his new goal, his image of her as a vampire, but he couldn't focus. The warmth of her skin, her low, husky breathing, and the rapid dance of her pulse all distracted him.

He pushed the straps of her negligee down her shoulders and let them fall, before sliding the fabric down to her waist. The smooth expanse of creamy skin was a delight to his eyes. He rolled them both over, hands and mouth working to trace the curves of her body.

On and on it went throughout the night, the two lovers eagerly exploring the depths of their passion. Finally, they cried out in mutual bliss, and collapsed, breathless, into each other's arms.

Spike looked down into Willow's big, green eyes, and brushed a lock of hair out of her face.

"Are you alright, princess?" he asked gently.

"Alright? Spike, that was amazing," she countered, reaching up a hand to caress his face.

"It was," he agreed, finding himself at a loss for words. He looked down at her beautiful body, clad in nothing but his necklace, and felt a strange sensation in the region of his heart. He pushed the feeling away, not wanting to complicate things further.

Spike held Willow in his arms until her even breathing told him that she had drifted off. He lay there for a few hours longer, just watching her sleep. The approach of dawn brought an end to his contemplations, though, and he slid cautiously out of the young woman's bed.

He got dressed quickly before seating himself at Willow's desk. He needed something to substitute for not being there in the morning. He dug deep into his memory, searching for something appropriate, something romantic, something 'William' would say. He took up a pen, and by the guttering light of the candles, he began to write.

* * *

><p>The sound of a door closing woke Willow the next morning. She looked up to see her roommate trying and failing to sneak into the room. Willow sat up, only to realize that she wasn't wearing anything. She quickly clutched her bed sheets around her.<p>

Buffy took in her friend's state of undress, combined with the candles around the room and guessed, "William?"

Willow blushed and nodded.

Buffy shook her head in slight disapproval.

"I see he didn't stick around," she noted with a frown.

"He had somewhere he had to be, early," Willow countered, with a small frown of her own. It would have been pleasant to wake in Spike's arms.

"Was it nice?" Buffy asked, curiosity causing her to relent somewhat.

"Oh, Buffy, it was wonderful! He was so gentle and considerate. We had a really nice time."

In truth, Willow had always fantasized that making love to a vampire, to Spike, would be a bit, well, rougher. But she assumed that the chip must be holding him back. There was probably no greater mood killer than an electric shock to the cranium, she imagined.

"I could still wish that he'd stuck around for you, Will," Buffy groused, sitting down on her own bed.

"I know, it would have been great," Willow conceded, hunting around for something near her bed that she could wear. "But when you have to be somewhere, you have to be there."

Something red lying on the floor caught her eye. It was Spike's shirt. Gratefully, she pulled it on and buttoned it. It still smelled like him, she discovered, smiling.

"Is that William's?" Buffy guessed, "He must have left in a real hurry to forget that."

"He had another shirt," Willow defended reflexively, "He didn't leave in a rush!"

But her friend's skepticism was getting to her. How did she know how quickly Spike had left, after all? Maybe he did rush out. Maybe he hadn't wanted to stick around. Maybe she'd been wrong about him.

Willow flopped back on her bed, the doubts and insecurities piling up around her. The motion dislodged an envelope sitting on her nightstand, sending it fluttering to the floor. She sat up eagerly, and retrieved it. Sure enough, her name was written across it in neat handwriting. She opened it and removed the letter within.

'_Princess,'_ read the sloping, old fashioned script, '_As I write this, you lie dreaming, and I am loathe to disturb you. We both know that I must leave you this morning, but I find I am unable to tear myself away._

'_The sun will rise in a few short hours, and I find myself jealous of it, for its rays will caress your skin when I cannot. I am jealous of the sheets that wrap you, for they hold you close, when I cannot. I am even jealous of the air you breathe, for it becomes a part of you, and I cannot._

'_I ache to have you in my arms again. Do not leave me in such a torment for long, princess. You bring the sun into my darkened life, and I would embrace that effulgent brightness, even if it scorches me._

'_I know you will want to show this to your roommate, so I will say no more, and simply sign this: Your devoted servant, William_.'

Willow looked up, misty-eyed. Her faith in Spike was restored, and then some. His beautiful prose had banished any doubts concerning his feelings for her. And how well Spike knew her, to know that she'd want to share such a letter with Buffy!

"What? What does it say?" the blonde demanded, curious. Willow handed over the letter and watched eagerly as her friend read it through.

"Effulgent?" Buffy asked quizzically.

"It means glowing or gleaming," Willow explained, "But isn't he romantic?"

"I'm glad you know what it means. And yes, this is certainly a romantic letter. 'Your devoted servant', though? That's a little weird."

"He spends a lot of time reading 18th Century literature. It kind of rubs off on him," Willow invented, sticking with her false back story for Spike.

"He doesn't talk like that, I hope," Buffy said.

"No, he doesn't. Be happy for me, please?" Willow begged.

"Well, it's a little over the top, this letter. It worries me a bit. You could be getting into things too fast…"

"I told you, he likes big gestures. I can read between the lines of what he's actually saying," Willow told her roommate.

"And we still haven't met this guy at all," Buffy continued, "When is that going to happen?"

"Soon, soon," Willow stalled, not having the faintest idea how she would pull it off. She could cast a glamour on Spike, but what about his voice? Could they come up with a disguise that would fool all the Scoobies in a close meeting?

"What about this Friday?" Buffy persisted, "We're all meeting at the Bronze. You could bring him along then."

"Maybe," Willow hedged, not wanting to promise anything.

"Maybe? Come on, Will. You've been holding out on us for a while now. And if you and William are getting serious, I think we should meet him."

Willow caved. "Okay, fine, I'll bring him on Friday." She just hoped that Spike didn't kill her when he found out. Or yell at her, at least.

She got up and began to dress. It was likely that Spike would, in fact, yell at her about it, but she decided to go visit him anyway. What else could she do after a letter like that one? She had a full slate of classes, but figured she could get out of them with a little magic. Besides, she already missed the bleached blond vampire. She was looking forward to a day spent in his arms. He might grumble about their new plans for Friday, but Willow was fairly confident that she could distract him. She'd just need to be a bit… persuasive, that's all. She smiled at the thought.


	16. Echoes from the Past

**Chapter 16  
>Echoes of the Past<strong>

_**Spike:** "It's Spike, now. You'd do well to remember it, mate."**  
>Angel:<strong> "I'm not your mate. And when'd you start talking like that?"  
>-Fool for Love<em>

"We need to talk about your back story," Willow insisted, trying to push away from Spike.

It was Friday evening, and they were standing in Willow's dorm room. She'd decided to wear one of her new outfits to the Bronze. It was apparently a big success, because now she couldn't get Spike to let go of her.

"I thought we were here to work on my disguise," he countered, nuzzling at her neck.

Gone was the all-black ensemble that Spike usually favored. Even his trademark duster had stayed home. Instead, Spike wore light-colored khakis, a white t-shirt, and a light blue dress shirt. The change was a little disorienting for Willow, so used to the other outfit.

"We can do both," Willow insisted, finally breaking free of Spike's grasp. "We need to have your story straight before we go in there. Where are you from? Where did you go to school? When did you come to Sunnydale? How many brothers and sisters do you have?"

"You think they're going to grill me about my siblings?" Spike said incredulously, "Good thing I was an only child."

"You were? See, I didn't know that. I need to know these sorts of things," Willow insisted.

"Relax, love. I've got answers to all of your questions. I've been thinking about it for days," he responded.

"You have?" She was pleasantly surprised.

"Of course I have. It's no fun if our charade gets unmasked, is it?" he paused, thinking for a moment, then asked, "The Watcher won't be there, will he?"

"Giles? No, he usually doesn't come. Why?" she asked, curious.

"He's the only one who could trip me up but good. I'm afraid my knowledge of London landmarks isn't as up-to-date as I'd like," Spike admitted.

"Speaking of 'Watcher', you'll need to watch what you say. William doesn't know anything about vampires, so words like 'Watcher', 'Slayer', and 'demon' aren't in your vocabulary.

"I'll be careful. Like I said, I've thought this through," he reassured her.

"I'm just worried, that's all. One slip of the tongue could give the whole thing away," Willow noted.

"That goes for you, too. Don't go calling me 'Spike' in front of everyone," he cautioned, "Now let's get to work on that glamour of yours."

Willow conceded that he was probably right. She had them both sit down on the bed, then turned to face him.

"Okay, this spell takes some time to cast the first time, but after we cast it once, we can call up the same image again very quickly, using keywords," she lectured, "It's one of the advantages of this particular glamour spell."

"I'm in your hands, pet," Spike said amiably, "Whatever you think is best."

Willow nodded in acknowledgement, and began to chant slowly. She focused on Spike's face as it was, then closed her eyes to concentrate once she had the image locked in her mind. Slowly, she began to alter that image to the one she wanted. She'd thought long and hard about what she wanted to do.

The scar over the eyebrow was the first thing to go. It was too well-known, too obviously Spike. Then she softened the lines of his cheekbones and jaw, making them less pronounced. She made the face a trifle fuller, too, and gave it some color.

The hair was next. She softened it, made it wavy and loose. Most importantly, she darkened the color to a nice mousy brown.

Finally, the crowning touch. Willow gave Spike a pair of wire-rimmed glasses, nice looking ones. That would fit perfectly with their 'English Lit. major' back story, and it was miles away from William the Bloody. No one would ever guess.

Willow chanted the last, sealing words of the spell, and opened her eyes to view her handiwork.

A near-stranger sat on the bed next to her. Only Spike's blue eyes were the same, peering out from behind William's glasses.

"That's going to take some getting used to," she admitted, "Take a look and see what you think."

Spike, or rather, William, looked at her oddly. "I can't, love. No reflection, remember?"

"You have one, now," she announced, well pleased with herself, "That's another advantage to this spell."

He looked shocked, then eagerly went to look in the mirror. He stopped dead when he saw his reflection, and stood motionless for a long while. Finally, he spoke.

"Take it off." His voice was deadly quiet.

"What? But why? We need it for tonight…"

"Change it, pick something else. Give me dreadlocks, I don't care. Just take it off."

"What's wrong, Spike? Why don't you like it?" Willow frowned, confused about Spike's reaction to her choices.

"I said 'take it **off,**'" he yelled, coming around the bed to face her. He grabbed her by the shoulders and shook her roughly, then recoiled in pain as the chip fired.

"I don't care what you do, or how you do it," he continued in a low, breathy voice, "Just take this bloody spell off…"

Spike broke off then, as the door opened and Buffy entered.

"Buffy," Willow said hesitantly, still in shock over Spike's outburst, "What are you doing here? I thought we were meeting at the Bronze."

"We are. I just forgot my purse." The blonde looked over at the room's other occupant, and said, "You must be William."

Spike stood there for a long moment, looking like a deer caught in the headlights. Before the silence got too awkward, though, he shook himself and extended a hand to take Buffy's.

In a cultured London accent, he said, "It's a pleasure to meet you. Willow's told me all about you."

Willow's jaw almost dropped. Spike had assured her that he could do a different accent, but after hearing his American one, she hadn't been so sure. Now she stood in awe as he pulled off a flawless accent that matched his new persona perfectly.

"Well, I'm glad one of us has information about the other," Buffy laughed.

Willow grimaced a bit at that, but let it go. She didn't miss the fact that Buffy had leaned to the side, trying to catch William's reflection in the mirror behind him. The unnecessary double-check left Willow feeling a little disgruntled with her roommate.

"Well, shall we go?" Buffy asked, scooping up her purse. "The rest of the gang should be waiting."

"Lead on," Spike gestured towards the door, before offering Willow an arm. The three of them set out for the Bronze.

* * *

><p>Spike managed to recover from his shock by the time they reached the Bronze. He was still seething from the latest turn of events, though. That Willow's stupid disguise would end up looking so much like the real William, he couldn't believe. Now he was stuck like this all night, in front of the Scoobies. It didn't matter to him that no one else knew the truth, the face he was wearing was part of a persona he'd given up ages ago.<p>

And with an accent to match! Spike was actually surprised it had come back to him so easily. He'd been practicing his working-class, northern accent for so long that it had become second-nature to him. He never dreamed that he'd be able to drop back into his native speech pattern without a thought.

As they reached the door of the Bronze, Spike brought himself back into the present. He had a role to play, a performance that could cost him his life if he didn't do it correctly. He had to focus.

He paid the cover for all three of them, then held the door for the girls as they entered. Drinks, he decided, would be the first order of business.

"Rum and coke, princess?" he asked, and didn't miss the guilty, sidelong glance Willow gave her roommate.

"Just a coke, thanks," she said, blushing a little.

"And for you, Buffy?" he turned towards the blonde.

"Oh, thank you! Um, a coke is fine," she said, seemingly disarmed by his courtesy.

He collected their drinks, and joined the others at their table. Now was the true test of his disguise. Buffy hadn't noticed anything, but perhaps one of the others might. Introductions were made, and Spike shook hands all around.

"You've got cold hands," Xander observed, tensing and looking around for a mirror. He apparently found one, because he relaxed again. Spike was grateful for Willow's foresight in choosing her spell.

"Poor circulation," Spike answered readily, "It runs in the family." It was true, depending on how you looked at it.

"So, William," Buffy began, after an awkward pause, "Where in England are you from?"

"I'm from London, originally," Spike answered smoothly. He'd decided to see how much truth he could manage in his stories. Easier to avoid getting tripped up, later. "But I haven't been home in a while. I've done some traveling."

"Did you go to Oxford?" Xander asked eagerly, "You know, Willow got accepted to Oxford."

"She told me, it's quite an accomplishment. And no, I went to Cambridge instead," Spike replied.

"What brought you to Sunnydale, then?" Riley queried.

"An ex-girlfriend, actually. She became ill during our travels, and I brought her to California for her health. She had some family here in town."

"Wow, I always thought that was an old-fashioned notion, bringing someone out west for their health," Buffy observed.

"Perhaps so, but it worked in her case. She grew much stronger. Maybe it was the dry weather," Spike replied evenly.

"And now you go to school here?" Riley asked.

"Yes, I figured I'd better settle down, get my Master's. Plus, there's this one project I've been working on for a few years. I'd like to be able to finish it someday."

Willow kicked him under the table, catching the allusion to Buffy. Spike simply smiled to himself.

Buffy asked curiously, "What project?"

"Oh, just something to do with my thesis," Spike quickly invented, "You be bored silly if I explained it to you."

"You're writing about female poets, right?" Buffy remembered.

"Of the Romantic movement, that's correct," Spike responded, "They were really amazing women. They didn't just write poetry; many of them were quite active in the reform movements of their day. They were rather a force to be reckoned with."

"Huh," was all Buffy said, looking impressed. Willow squeezed his hand in approval for his deft answer.

"Care to dance, love?" Spike whispered in Willow's ear, needing a break.

"Gladly," she agreed. Spike placed a hand on the small of her back and steered her out onto the dance floor.

"You're doing great," she began, as they started to dance. Spike quickly hushed her, though.

"I want to eavesdrop," he told her, indicating the place where they'd just left.

Back at the table, the rest of the gang was apparently discussing his humanity.

"…not a vampire." That was Xander.

"Well, he doesn't appear to be any kind of hell-beastie, but that doesn't mean he's not," Buffy pointed out.

"Honey, isn't it possible that Willow's found a nice, normal guy?" Riley ventured, "We do exist, after all."

"Maybe," Buffy grudgingly agreed, "I mean, he has been considerate, and thoughtful, and chivalrous so far. But I can't shake this feeling. Plus, I swear he looks familiar."

"You've probably seen him on campus. He looks familiar to me, also," Riley observed.

"Then why do I think I know him, too?" Xander wondered.

"He probably just has one of those faces," Anya offered, "Plus, you're on campus all the time, as well."

"You've got lots of experience with demons, Anya," Buffy turned to the former vengeance demon for help. "What do you think of William?"

"I think he's quite handsome," Anya replied, "They probably have very good sex."

"Anya!" Xander's tone was scandalized.

"I'm sorry I asked," said Buffy.

Spike snickered at that, and Willow looked up at him questioningly.

"What?"

"I'm tentatively not a demon, even though I look familiar, and Anya thinks I'm good in bed," he reported.

Willow snorted a bit, then snuggled closer and said, "You are."

"You're not so bad, yourself, pet," he responded with a kiss. "Speaking of which, you're coming over to the crypt after this is all over."

"Oh, I am, am I?" Willow said teasingly.

"You are," he confirmed, "You're going to take this bloody spell off of me, and then we're going to shag until I can't remember anything from tonight."

"I don't get it, Spike. Why are you so upset about your disguise? No one knows it's you, after all."

"I'll explain later," he stalled, using the end of the song as an excuse to end the conversation. He led her back to the table.

"Don't forget your accent!" she cautioned as they neared the others.

Spike had slipped back into his usual speech pattern the moment that he and Willow had been alone. With effort, Spike put himself back into the 'William' mind-set.

"So, how did you two meet?" Riley questioned when they returned, "Are you a T.A. in Willow's class?"

"Oh heavens, no," Spike answered, after an almost imperceptible shake of the head from Willow, "No, I couldn't date one of my students. It just wouldn't be ethical."

He smiled to himself, then, as Riley reddened and Buffy cleared her throat self-consciously. Willow kicked him again, but he didn't care. This was fun.

"No, we met here, at the Bronze," Spike continued, "I saw her from across the room, and I just knew."

"Really?" Willow's face was hopeful.

"Of course, princess," he reassured her. It was partly true, after all. "You're the one for me."

Willow beamed, then looked down shyly. Spike kissed her on the top of her head.

Buffy cleared her throat again, uncomfortably.

"Riley, let's dance," she demanded, leading him to the dance floor. Xander chose that moment to get refills, leaving Spike and Willow at the table with Anya.

"It's not a very good disguise," Anya commented, the moment they were alone.

"What?" Willow practically yelped, looking wide-eyed with fear, "What are you talking about?"

Spike stayed calm. If the blunt ex-demon had been going to say anything, she would have done it by now.

"It fooled who it needed to fool," he replied, dropping back into his usual accent.

"I do like the accent, though," Anya observed, "Very refined."

"You're not going to say anything, are you?" Willow pleaded.

Anya shook her head. "I don't see anything wrong with it. I can see why you'd want a disguise, though. The others tend to be a little…judgmental."

"To say the least," Willow agreed.

"You'd think Xander, at least, would be a bit more understanding about demon-human relationships," Anya groused, "It's his one big flaw."

Spike kept his mouth shut about that one. No sense in antagonizing her, after all. Anya was the one person who could really foul up the works for them.

When Buffy returned with Riley, she had more questions for William. Spike gamely answered them, for a while, but eventually he grew tired of the proceedings.

"Time for us to go, princess," he announced, taking Willow's hand, "I've got an early morning tomorrow."

Willow took his invented excuse in stride. "Oh. Well, then, I guess we need to go."

They said their goodbyes and headed out into the night.

* * *

><p>They had barely made it into the crypt when Spike turned to Willow and demanded, "Take it off, now."<p>

Willow, seeing no point in irritating him further, did as he requested. She spoke a few words to release the spell, then announced, "It's gone."

It was a little disconcerting, Willow had to admit, seeing Spike's head atop William's outfit. She'd gotten used to the altered appearance during the evening, and it was somewhat strange to see this mix between the two identities.

Spike must have felt the same, because he began stripping off his clothes. The dress shirt was thrown in one direction, his t-shirt in another. Willow didn't fully realize what he was going to do until he started unbuttoning his pants.

"Spike!" she cried out, shocked.

"It's nothing you haven't seen before, pet," he noted.

The khakis fell to the floor and were kicked aside. Spike strode, stark naked, across the crypt to the stairs.

Willow picked up the pants and started folding them neatly. They'd need them if ever they had to pull this charade off again. She waited for Spike to reappear in his usual black, but he didn't.

Instead, a rather testy voice called up the stairs, "Pet, are you ever coming down?"

She blushed a little, as she recalled Spike's plans for the night. She quickly descended to the bottom level, though, curiosity about one thing still eating at her.

Spike was in bed, having a smoke. He was under the covers, and Willow couldn't help but be a little bit disappointed about that.

"Come here," he growled, taking her arm and pulling her on to the bed, "I need you."

"First things first," she demanded, sitting up and gathering her wits together. "Why did you react so badly to my glamour? You promised to tell me," she reminded him.

Spike looked away from her, and took a long drag from his cigarette. When he finally exhaled, it was almost a sigh.

"I'll tell you, princess, but you have to swear to me, **swear** to me, that not a word of it crosses your lips, ever," he insisted, looking her in the eyes.

"Of course, I promise," she told him, looking back at him steadily, "What kind of a girl do you take me for?"

"I just don't want this coming up as casual gossip between you and the Slayer, at any point," he explained.

"Buffy and I don't gossip very much anymore," she reported sadly. Inside, her mind was reeling. Was Spike about to share something so personal, so private, that he was afraid that she'd use it against him if they ever broke up? Willow was amazed. She had to know what it was, had to have Spike trust her that much.

"May unspecified badness happen to me if I ever tell another soul," she pledged, "Or, someone without a soul, either."

Spike apparently took her pledge, because he started to speak. He spoke haltingly, searching for words, but Willow waited patiently, without interrupting.

"You actually recreated William tonight," he began, sighing heavily, "That face, the face you chose, that was the way I used to look, my mortal self. The accent, too."

Willow was confused. This wasn't a huge revelation, worthy of pledges to secrecy. "That's not that bad, Spike," she began, when he cut her off.

"Not that bad?" he spat, offended, "Well, let's just have you go around all night in a disguise, only it'll be the 'you' from high school, from back before you even met the Slayer!"

Back before Buffy, before she'd even met Spike. How he'd known, she had no idea, but he'd hit the nail on the head. The image sprang all too readily into her head: the long, unstyled hair, the jumpers her mom had picked out, the tights and Mary Janes. She shuddered a little.

"See? It is that bad. There are some places in our lives we don't ever want to go back to," he told her, pulling her into an embrace. "I was once like you were. Mousy bookworm, wallflower, nobody."

"You were a bookworm?" Willow looked up at him hopefully.

"Now, why the sound of rising hope in your voice at that one?" Spike queried, before continuing, "Yeah, I was a bookworm. Not nearly as smart as you, but I read a lot. Poetry, mostly."

"Well, that explains how you knew so much about your 'major'," she said thoughtfully.

"Now, why the hopefulness in your tone, earlier?" Spike demanded.

"It's just, you're so cool, and everything. If you can be that way, after being a poetry-reading bookworm, then maybe there's hope for me after all, even though I'm such a spazz." Willow explained, hoping she was making sense.

"Oh, there's definitely hope for you, pet," Spike said, flipping them both over so Willow was pinned to the mattress, then kissing her deeply. "You're not a 'spazz,' as you put it, not in my eyes. You're sexy, and beautiful, and powerful. And you're mine."

Willow preened for a moment under the string of compliments, then confessed, "I still feel like a spazz sometimes."

"Just don't make the same mistake I did. Don't wait until you're dead to actually start living," he told her, looking deep into her eyes, "That's something I can help you with, if you'll let me. I'd hate to see you end up as pathetic as I was."

"And to think, William the Bloody came from such humble origins," she mused, kissing him gently.

Old pain flared in his blue eyes, then.

"They used to call me that, when I was human," he admitted slowly, "As a cruel joke. Because of my bloody awful poetry."

"Oh, Spike, I'm sorry," she cried, empathy and understanding on her face.

"I'm over it. I turned it around on them, alright. Tortured every last one of the bastards. Made it a name to be feared, instead," he bragged.

"Okay, that part, not so nice," Willow observed, 'Still, I can understand how you feel. I remember all the times I imagined doing something horrible to the Cordettes, back in high school."

"Enough talk," Spike announced, starting to remove Willow's blouse. "I want to forget all this, and you're going to help me."

Willow obliged, willingly, but her mind still spun with the revelations from this evening. Once more, her image of Spike had been flipped on its head. There was more, so much more, to the bleached-blond vampire than she'd ever dreamed. If anyone could help her to reinvent herself, Spike could. She resolved to pay more attention to his suggestions in the future.

With that decided, she turned her full attention back to Spike, and the delightful things he was doing to her. The night was going to be far too short.


	17. Freedom, Abridged

**Chapter 17  
>Freedom, Abridged<strong>

"_I am a killer. That's what I do, I kill. And yeah,  
>maybe it's been a long time, but it's not like you forget how."<br>-Spike, 'Smashed'_

* * *

><p>"Alright, now, hold still," Willow cautioned.<p>

"Not bloody likely I'd move, pet, you might zap the wrong thing."

Spike was stretched out on Willow's bed, with his head resting in her lap, cradled in her cupped hands. Willow's eyes closed in concentration as she spoke the keywords to put herself into a light trance, and then began magically probing at the chip.

This was the third night they'd tried this, not counting the abortive first attempt at the Watcher's. That had been disastrous. The minute the Scoobies had figured out what she was trying, they'd practically jumped down her throat. Never mind that the probe was supposedly passive, merely exploring without altering, or so the witch claimed. Every single one of them had been certain that the spell would backfire somehow and free him from the chip. Truth be told, Spike was hoping for that as well. But the fight had gotten Red's dander up so much, especially when Giles insisted that she promise never to try it again, that Spike had had no trouble convincing her to break that promise.

Especially encouraging, at least for Spike's plans, was how readily she agreed to the notion that it wasn't breaking a promise if the others didn't remember her making it. He wasn't sure what spell she used, but the rest of the gang never said another word about the incident after that.

"Not sure why you're doing this, pet," he commented.

The trance was light enough, and her concentration was strong enough now that she could hold a conversation at the same time, without losing the spell. Spike hoped the minor distraction would be enough to make her a bit careless. He was willing to dare the risks if it led to the chip's deactivation.

"I'm just trying to figure out how it works," she replied in the flat, dead tone he was coming to associate with her trance states, "I'm convinced there must be some sort of mystical component or something to it."

Spike actually enjoyed the sensation of the probe. Rather like a scalp-massage, only inside of his head.

"Why's that, then?" he prompted.

"The demon-sensing bit. I can't see how technology would be able to determine demon from human from a distance." She was on a roll, now, and Spike smiled to himself. "If it were based on your own assessment of whether your victim was human or demon, it wouldn't have fired those times when you mistook someone for a vampire and they weren't."

Spike winced at the memory. That had been painful in more ways than one, with Willow having to actually rescue him.

"So it must have some other way to measure humanity," she continued, "Technology can't do that without direct access to the thing being measured, or at least, it shouldn't. But you might be able to do it mystically."

"Whatever you say, love. I'm just along for the ride."

"No, you're just hoping I'll…"

"**Ow!**" The chip fired once, and Spike sat bolt upright, clutching his head.

"Oops." Willow's voice was controlled, almost too much so, and there was a strange note to it. Was it fear?

"Bloody hell, Red, what was that for?"

"It was an accident, I…" She trailed off, her eyes shifting nervously. Spike realized that she was looking for a weapon. He was stunned by the implications. Had she actually done it? Disabled the chip?

Spike thought fast, watching the fear grow in her eyes. He needed to act before she remembered that she didn't need a weapon, that she had magic to defend herself.

He dove at her, vamping as he did it. She didn't even have time to scream before he recoiled, slapping a hand to his forehead in imitation of past responses. The pain truly was gone, but he wasn't about to tell her that.

"Ow!" Spike figured he'd better go the distance, and quickly got up and kicked the nightstand in feigned frustration. "Bollocks! Bloody get my hopes up, why don't you?"

The relief on her face was evident as she hastened to calm him down. "Spike, I'm sooo sorry! I thought maybe…But I didn't, so…" She sighed in relief, then frowned at another thought. "Were you really going to bite me?" she accused.

"To keep the Slayer from finding out and staking me? Absolutely," he replied, looking her in the eye. Odd how brutal honesty like this could cement her trust in him, but it seemed to make her believe he wouldn't lie about other things, either. "I'd have you turned and halfway to Mexico before you woke up again."

"I don't want to be a vampire, Spike."

"You'd love it, once I turned you," he replied cockily, "Besides, you're not saying you'd rather be dead, are you?"

Willow ignored the second argument. "What if I didn't like it? What if it altered our relationship? What if I held it against you?"

Something stirred deep inside the vampire, something unpleasant. He pushed the feeling away, certain he didn't want to know the cause.

"What if you don't like me as a vampire? No, I'm serious!" she added, as he began to scoff at the notion, "Buffy says a vampire's personality has nothing to do with the human it once was. Even Angel agreed with that!"

"Angel's Slayer-whipped. He'd agree that the sky was orange if she told him so."

"Still, you've got no way to know how I'd react to being turned against my will. I might hate you."

The sensation was stronger now, like something just on the edge of memory, resonating to her words. He tried to push it away again, to ignore it, but it wouldn't go. It couldn't be a memory. Spike could remember every vampire he'd ever sired, and none had…He suddenly felt like he was about to throw up. He couldn't lose her, not like…not the way…not just when he was finally free of the damned chip.

"Fine!" he snapped, more to stem the rising feeling of nausea and unease than any other reason. He softened his tone when he saw Willow jump, putting on his best earnest look. "Fine. I'll never try to turn you until the day you give me permission."

Willow looked at him for a long moment, as if trying to gauge his sincerity, then finally nodded in acceptance. Spike sighed in relief as the uneasy feeling receded. She was young, yet. He could wait. Now that he no longer had the chip holding him back, he could wait forever to achieve his goal. Not that he'd need to. She'd be his soon enough.

* * *

><p>Spike sniffed the air greedily and looked around Main St., searching for a victim. He was beyond hungry for the taste of human blood. A flash of blonde hair disappearing down an alleyway caught his eye, and he set out to follow.<p>

The girl he'd set his sights on was standing near a dumpster, fumbling in her purse for something. Spike didn't give her a chance to find it. He swooped around from behind and grabbed her. As she screamed, he bent back her head, exposing her beautiful, bare neck. Without hesitation, he sank his fangs deep into her. He nearly moaned in ecstasy as the blood rolled over his tongue. _So long, it's been so long_, he thought, biting down harder. He drank and drank, until another niggling thought interrupted his concentration.

_What would Willow think if she knew?_ asked a voice from deep inside him. _Oh, bloody hell_, was his response, as he lost his appetite somewhat. He knew exactly what his Red would think. In fact, if she walked into the alley this very minute, Spike knew that he would lose her forever. He couldn't have that, not after he'd worked so hard.

He let go of the girl, reluctantly. She fled as quickly as she could, staggering slightly from loss of blood. Spike resisted the urge to chase her down again and finish the job. He found an upturned crate farther along the alley, and sat down to think.

He wasn't about to give up feeding, not entirely, but how could he do it and still keep Willow? He never thought he'd have to work so hard to have her, especially not once he was free of the chip.

He wondered to himself why he hadn't just turned her, back at the dorm. He'd had a moment of opportunity there, and he'd let it slip away. Now he was saddled with this promise he'd made. A promise he planned to keep, too, no matter how inconvenient. But why had he hesitated? For the last few weeks, he'd thought of nothing but turning her. Now, just when he neared his goal, he'd backed off at the last minute.

A sudden horrible thought struck him. It couldn't be because he had...feelings for the girl, could it? Spike groaned as he realized the thought had the ring of truth. He'd known that he wanted her, certainly, and wanted her to be his, but he never thought he'd fall for her. He always assumed that he'd fall in love with Willow **after** he'd turned her. Falling in love with her beforehand just complicated things. Case in point, here he was, able to kill again, and instead of hunting down lunch, he was sitting on an apple crate, thinking about how to feed ethically.

Spike's thoughts turned back to his almost-victim, now far out of reach. He hadn't hurt her, much. She was barely even dizzy when he let her go. Could he feed that way, drinking without killing? A strange sort of 'catch-and-release' plan? He thought about it and liked the looks of it. It wasn't perfect, but it would keep him fed, and he didn't think Willow would object **too** much. He'd just try to keep her from finding out, that's all.

The strange voice inside Spike still had some doubts about it all, but he brushed them away. He'd feel better about the whole thing once he had a full stomach. He set off back down the street, looking for a new blood donor. The sound of a scream drew him towards an alley on the opposite side. He wasn't adverse to fighting some other creature for his meal. It would just add spice to the proceedings.

To his surprise, when he found the screaming woman, her attacker was human. The man had thrown her to the ground and pinned her there. As Spike watched, the assailant tore at her shirt, ripping it open.

_Now, this guy you can kill_, came the triumphant thought, as Spike realized that the man was trying to rape the young woman. Willow couldn't possibly want him to spare the life of a rapist, could she? Without examining the thought further, the vampire dove at the pair, quickly pulling the man off of his victim and throwing him across the alley into some trash cans.

The young woman staggered to her feet, and ran out of the alley, clutching the tattered remains of her shirt. Spike had a fleeting moment of remorse that she wasn't the intended meal. Outside of that, he didn't give her another thought. He turned back to his chosen victim, still struggling out of the trash cans.

"Someone's been a bad boy," Spike gleefully told the man, "And that means I can feed."

He wasted no time, hunger keeping him from playing more with his food. He pulled the man towards him in one swift motion, then sank his fangs into the unprotected neck. The blood wasn't as pure as it was in his usual victims, but it was still blood, and he drank it eagerly. Soon, the man's feeble struggles ceased, and the only thing keeping his body upright was Spike's grip on him.

Finally, Spike let go, and the man's form slumped to the ground. Spike looked down on him, wiping the blood from his mouth, as his face shifted back to a human guise. The niggling voice of doubt sounded again in his mind. Would Willow have wanted him to kill this man? He found himself considering it, and didn't like the answer he was getting. _But he's a criminal, a rapist. One of the bad guys_, he protested to himself, suddenly wanting very much to be absolved of the crime. Willow couldn't possibly want mercy for bad guys, could she?

But he thought back on all the many things she'd said and done over the years, and came to the staggering conclusion that while the redhead would certainly want the bad guys to be punished, she probably didn't want them killed. So where did that leave Spike? Back at a 'catch-and-release' plan?

_Yes, of course!_ he thought triumphantly, having a sudden brainstorm, _Catch-and-release of criminals. I can punish the bad guys without killing them, I get plenty of fresh blood, and Willow can't complain that I'm attacking innocent people_. That had been the one flaw in his original scheme, the innocent people problem.

He surveyed his new plan and liked the looks of it. He'd just feed on people he caught committing crimes. In a nasty town like Sunnydale, there was sure to be a healthy criminal population. It didn't compare with the thrill of hunting and killing an innocent victim, but if it kept his Willow happy, so much the better. Besides, he reminded himself, it's only temporary. _Once Red is turned, we can feast together on anyone we like_, he thought eagerly, liking the image. He turned away from the cooling corpse and went to find another victim, one that fit his new criteria.


	18. Temptation

**Chapter 18  
>Temptation<strong>

"_Responsible people are always so concerned with being good all the time that when  
>they finally get a taste of being bad, they can't get enough. It's like all kablooey."<br>-Anya, 'Smashed'_

Willow let a long string of blue light float up from her fingertips into the light-sculpture she was making. The loose ball of rainbow-colored lights hung several feet above Spike's bed, gently pulsing. She considered it a moment, then added some more green to it. Her naked skin tingled from the power she was exerting.

"Very pretty, pet," Spike commented, waking up from his nap, "What's it for?"

"Just for practice, mostly," she explained, "It's a simple conjuring spell – bringing forth something from nothing."

"Looks like you're getting quite good at it," Spike observed, kissing her on the shoulder.

"I probably don't need the practice, anymore. I just enjoy doing it, though. I like the way the power feels when it courses through my body."

"Well, then, we should go hunting again tonight," Spike offered eagerly.

Hunting with Spike was the best. She found that she enjoyed using her powers to trap and stake vampires. The combination of adrenaline and magic formed a potent drug that she often didn't come down from for hours.

The only thing better than hunting with Spike was…well… Willow glanced over at Spike's naked body, partly shrouded by his sheets. The light-sculpture above their heads began to glow red and pulse more strongly as Willow's thoughts were diverted. Spike must have sensed the change, too, as he pulled her on top to straddle him.

Spike spent a long time kissing and caressing her gently, making sure that she was ready for him. She gasped slightly as he entered her, then closed her eyes to concentrate as she moved up and down. They both moaned softly as Willow slowly picked up the pace. The light-sculpture pulsed in time to her rhythm, growing brighter and brighter until it shattered into a spray of twinkling gold lights. Willow collapsed, breathless, on to Spike's chest. He put his arms around her.

"Quite a nice little light show," he commented once they recovered, "Now, to get back to what we were discussing. Are we hunting tonight?"

"Oh, actually, I was going to go to the mall," Willow responded, "That reminds me, I need some more of my spending money."

"Going with Buffy?" Spike asked with disdain.

"No, she's busy, as usual," Willow grumbled, "That's okay, I can go without her."

"Getting a few more sexy numbers like that one?" Spike gestured towards a midnight blue teddy, lying crumpled on the floor.

Willow smiled, then shook her head. "Well, maybe," she conceded, as she thought about it, "If one catches my eye."

"Then what?" Spike asked curiously.

"I need a leather jacket, if we're going to keep taking trips on your bike."

The motorcycle had been Spike's latest acquisition. He'd simply killed the demon who'd owned it. Willow wasn't quite sure how she felt about that, but the demon had probably deserved being killed anyway. So Spike was teaching her how to ride. She even had her own helmet. Plus, she was finding the adrenaline rush from going very fast was almost as good as the one she got while hunting.

"A wise purchase," Spike agreed, "Well, if you get done with your shopping early, drop by. Actually, you can drop by late, as well. I'll certainly be up."

"Okay," Willow agreed readily, beginning to get up. Now that she was using her memory spell on her teachers regularly, she no longer had to worry about being home on time.

A sly look crossed Spike's features, then, as he pulled her back on the bed.

"I've got a challenge for you, pet," he whispered into her ear, "For when you go to the mall."

"What?" Willow asked, curiosity getting the better of her.

"I want you to shoplift something. Something small that won't be missed. Any little thing," he coaxed.

"What? Why? Spike, that's stealing. I couldn't do that!" she protested.

"San Francisco," was all Spike said, but it was enough to send a scarlet blush across Willow's face.

"That was different," she insisted, then added weakly, "Wasn't it?"

Spike shook his head in apparent amusement, then went back to the main point.

"I want you to use your magic to steal something little. You won't get caught that way. Even if you do, you can always say it fell into your bag," he persisted.

"But why, Spike? I have plenty of money, I don't need to steal," Willow countered, still confused by Spike's insistence.

"Because you can, love. Because it will make you feel alive. Because you can't live by the bloody rules all the time, or you'll go crazy. Look how many you've broken just to be with me. What's one more little one?"

Willow shook her head and slid off the bed, reaching for her clothing.

"I'm sorry, Spike. I've done a lot for you, but this is one thing that I won't," she told him. She couldn't believe that he'd even suggested it. Willow had promised herself that she'd heed Spike's recommendations, but this was too much.

Willow finished dressing and gave a rather disappointed Spike a hug and a kiss. Then she dug out some money from her secret stash, before waving goodbye to her boyfriend.

"I'll see you later, Spike. Be good!" she said.

"Until later, princess. Keep what I said in mind," he responded, not giving up so easily.

Willow simply shook her head at that, and headed up the stairs to the crypt entrance.

* * *

><p>Spike moved quickly through the streets of Sunnydale, on a hunt for something acceptable to eat. He didn't have much time if he wanted to be home before Red's shopping trip was over.<p>

He didn't know why he'd suggested shoplifting to her, but he hoped she would follow up on it. He had to find some way to get her to tap into her dark side, and fast. This current meal plan was killing him.

He hadn't eaten in several days. Nothing human, at least. It seemed that Sunnydale's demon population really cut down on the more mundane criminal element. He often found himself questioning the wisdom of his plan.

Sounds of a struggle drew him to a nearby alley. He sincerely hoped it wasn't another demon. As much as he liked a good fight, right now all he wanted was to feed.

A man with a knife in one hand stood threatening a young redhead, the other hand on the strap of her purse. _Oh good, a mugging_, Spike thought, making his way towards them. When the mugger got a look at Spike, he pulled his victim towards him, and put the knife to her throat.

"Not another step! I'll kill her!" the thug threatened.

Spike scoffed at that, and with vampire speed came up behind the mugger, grabbing the man's knife arm and twisting it behind his back, bringing him to his knees. A small scream left the woman's lips as the knife whipped across her throat. The smell of blood scented the air, and Spike realized the girl had been cut. She was still standing, though, so it must have been a shallow one.

Spike continue to twist the mugger's arm until he heard it snap. He vamped out and dove hungrily at the man's neck. He drank as deeply as he dared, then let the man go with a brutal shove down the alley. The thief wasted no time in making a rapid exit, broken arm cradled in his good one.

Spike turned around to find the redhead still standing in shock.

"Get out of here," he growled, not bothering to alter his game face. The smell of her blood was just reminding him that he was still hungry.

She went wide-eyed as she took in his true face, but didn't move, apparently paralyzed with fear. Her hand was pressed to the cut on her neck.

"I said 'get out of here'," Spike repeated, moving in towards her menacingly. She backed up into the wall behind her, and squeaked with fright.

The cut must have been deeper than Spike thought, as ruby liquid welled up between her fingers, tantalizingly close. Spike couldn't stand it. He took her hand and slowly began licking and sucking the blood from her fingers. When he had licked up every last drop, he looked at her, at her neck. Blood was now flowing from the gash, down her neck, and across her chest. Quick as thought, Spike's head darted down to catch the end of the bloody stream and followed it back up with his tongue. She whimpered a bit at the contact, but didn't move. Spike's mouth greedily latched on to the wound, and he began to drink.

_What about Willow?_ the voice from deep inside reminded him, _What about your Red, your beautiful goddess?_ Spike cursed the voice, but heeded it, breaking off his feeding. His princess would definitely not approve. He had to stay worthy of her, until the day that he could turn her.

He grabbed the young girl roughly by the shoulder, and propelled her out of the alley. Once she began to move, she finally took the hint, beginning to run for safety.

Spike kicked a trash can angrily. Cold pig's blood for dinner tonight, that's what he was going to have. Once more, he cursed himself for not turning Willow when he had the chance. Why did he have to go and fall in love with her, anyway? He only hoped he could coax her over to the dark side, soon. He couldn't stand too many more nights like this one.

* * *

><p>Willow shifted her shopping bag from one hand to the other as she surveyed the upper level of the mall. She'd found the jacket she'd been looking for, and now she was browsing. She was just setting out again, when she heard a voice calling her name.<p>

"Willow! Willow Rosenberg? Is that you?"

Willow looked up to see one of the last people she'd expect to be addressing her. It was Aura, one of Cordelia's old gang.

"Oh my gosh, Willow, I nearly didn't recognize you. That outfit is almost fashionable," the former Cordette said.

The back-handed compliment felt just like one, like a slap to the face. Willow gritted her teeth, and smiled.

"It's great to see you, too, Aura," she lied.

"And how's Oz? Are you two still together?" Aura persisted.

"Oh, we broke up," Willow informed her, still a little sad about it, despite having Spike in her life.

"Truthfully, I never really saw you guys together. I mean, he was so cool and everything. You guys were so different," Aura observed tactlessly.

"Well, I'm in a new relationship now…" Willow began, feeling stung by the Cordette's thoughtless words, and fully intending to tell Aura just how gorgeous and cool her new boyfriend was. She never got the chance.

"A new guy? Did you two meet in a study group?" Aura asked.

_Of course_, Willow thought to herself, disgruntled, _Because where else would Willow Rosenberg meet a guy?_

But they seemed to have reached the point that Aura most wanted to discuss. She ran right over anything Willow might have to say.

"And speaking of study groups, I was thinking maybe you and I could get together some night. It'd be a nice chance to catch up," Aura offered, then confessed, "I'm totally flunking history."

Now Willow understood why Aura had even lowered herself to talk to the redhead in the first place. The only thing Willow might be good for, a study-buddy. She felt like she was right back in high school again.

"Sorry, Aura," Willow said, not feeling sorry at all, "But I can't. I'm swamped with my own work, right now."

At these words, Aura instantly lost any interest in the conversation.

"Oh. Well, it was good seeing you again. Bye now!" And with that, she mercifully left.

Willow sat down on a nearby bench, feeling like she'd been kicked in the gut. It was amazing to her how one person could bring back so many unpleasant memories and associations. She tried to breathe evenly, to calm herself, but she could feel that she was beginning to cry. Angrily, she dashed the tears from her eyes.

There was a goth-themed store directly in front of her. More to give herself something to do than for any other reason, Willow decided to explore it.

There wasn't much in the store to interest her, really, but there was one display on the counter that caught her eye. Laid out in a neat row were some velvet chokers in various dark colors, each with a pentagram dangling from the center. Willow went over and tried on a black one. It fit.

Willow started to take it with her, to bring it up to the register, when a sudden thought made her put it back. She took another tour of the store, acting like she hadn't really been interested. When she came back around to the counter, she quickly glanced to see if anyone was watching, before using magic to coax the choker off the counter and into her bag. She immediately slapped a glamour on the display, making the necklace appear to still be there, and walked out as slowly as she could make herself, trying to look casual.

As soon as she was clear of the store's windows, she began to speed-walk. She passed five or six storefronts before she could get a hold of herself enough to slow down, or stop. She leaned against the second-floor railing, breathing heavily.

_Why did I do that?_ she demanded of herself. It was only partly because of Spike's suggestion, she knew that. The greater part of it had to do with meeting Aura, and feeling just as she had in high school, like a mousy nothing. The shoplifting had been a way of reasserting control.

She tentatively lifted the glamour, and waited for the hue-and-cry over the missing item. Nothing appeared to happen. She waited for several minutes, then realized that nothing was going to happen. She'd gotten away with it. She, Willow Rosenberg, had stolen something, and gotten away with it. The world hadn't come to an end; she hadn't been struck by lightning; nothing had happened.

Willow felt giddy and light-headed. There was a bit of an adrenaline rush, too. She kind of liked the feeling. She took the choker out of her bag, and fit it around her neck. Smiling to herself, she continued on her way.

It was only a few stores farther on when Willow was tempted to try it again. She was browsing a store that specialized in earrings, and saw a pair that she wanted. This time, she didn't bother with a glamour. She simply used magic to tip the earrings into her bag, then walked out. She still had a nervous reaction afterwards, but it was less than before.

Willow tried it in three or four more stores, always picking some small, inexpensive thing that wouldn't be missed. Only once did she get caught, and even then, the shopkeeper just thought it had fallen in her bag. She simply retrieved the small carving, returned it to its shelf, and went on her way.

She was getting tired of the game when a mannequin in a store window caught her eye. _Spike would like that on me_, Willow thought, then wondered, _Would I actually have the guts to wear it?_ She stood there for a long moment, considering the outfit. She had enough money with her to buy it, she was certain. She just wasn't sure that she'd ever put it on. _Well, I can always just wear it at the crypt_, she decided, marshalling her courage and entering the store. _Boy, is Spike going to be surprised_.


	19. Taste of Desire

**Chapter 19  
>Taste of Desire<strong>

"_It's human nature, Buff. Will's getting a taste of  
>something powerful, way bigger than her."<br>-Xander, 'Smashed'_

* * *

><p>Willow molded her body against Spike's and squeezed him tightly around the waist, as the motorcycle sped through the streets of Sunnydale. She wished she could feel the wind whipping against her face, but Spike was adamant about her wearing a helmet. Still, the rush from the speed of the motorcycle was enough to exhilarate her.<p>

They hurtled through the streets, and out of town. Spike guided the bike up a windy dirt road to the top of a bluff overlooking the city below. He eased the bike to a stop at a likely spot, and they got off, removing their helmets. The full moon was shining down on them, and Sunnydale lay peacefully below. It felt to Willow as if the night was made for the two of them alone.

Spike pulled out the blanket that he had strapped on the back of the bike, and spread it on the ground in a grassy spot. He pulled her close and kissed her with intent. Willow felt the excitement rising in her body as Spike began to lower them both down to the earth. She put her arms up behind her to catch herself, then screamed out in pain. She brought her left hand forward quickly, and saw a piece of jagged glass sticking up from the heel of the palm. Blood welled up around the gash, and Willow felt slightly faint at the sight.

"Spike, could you… Can you… It's in too deep, I can't pull it out," she said holding her hand out to him. He stared at it for a moment, then quickly turned his head away. Willow frowned at him in confusion. "Spike? What's wrong?"

Spike glanced at her briefly, and with one smooth motion pulled the glass from her hand, and quickly threw it away. He still refused to look at her, though, and his hands were clenched into fists. Willow looked at him curiously, still not certain what the problem was. She looked down at the blood welling up from the wound, and suddenly she understood. She bit her lip for a moment, thinking hard, then turned hesitantly to Spike.

"Spike? Do… Do you want some?" She asked nervously, extending her hand out toward him.

Spike turned toward her, and she could see that the demon had taken hold. She shuddered a little but still continued to offer her hand. The vampire stared at her for a long moment.

"You don't know what you're offering, princess," he rasped, unable to take his eyes off her bleeding palm.

Willow shrugged a bit. "It's not like I can put it back in," she reasoned, "and as long as you don't drain me…"

Spike continued to stare at her, shaking and shuddering, then finally seemed to make up his mind all at once. He practically dove for her hand, dropping to his knees, and he groaned with pleasure as his lips made contact with her palm. He sucked hard at the wound, drinking greedily.

Willow gasped as the pull of his mouth against her flesh caused an answering pull deep in her core. His amber eyes met hers, and as their gazes locked, Willow felt a giddy rush of excitement flow through her veins. She'd never felt so beautifully out of control before. She found herself beginning to pant, and licked lips gone suddenly dry. Spike continued to suckle at the wound, and the delightful, rhythmic suction made her moan as she imagined his mouth working elsewhere on her body. Her thighs pressed together in time to the pull of his lips. Her hand strayed of its own accord toward her zipper, but Spike got there first. He eased his hand into the tightness of her leather pants, and shoved her silken panties out of the way.

A moan escaped her lips as his cool fingers touched her and she gripped his shoulder with her free hand. They rocked together like that beneath the moonlight, him drawing her lifeblood out of her wound as he slowly stroked her to a dizzying height of ecstasy. They were both on their knees, Willow eagerly pressing her hand deeper into Spike's mouth, as his fingers slid deeper inside her. She felt laughter bubbling up from inside. She was way out of control and it felt good. Spike's tongue probed her injury, and his thumb stroked her toward bliss as his fingers drove rhythmically in and out of her wetness.

Willow threw her head back and gazed up at the moon. She'd never felt anything like this before. She felt a growing craving to feel Spike's fangs piercing her skin, to have them sink deep into her neck and truly drink from her. It was crazy, she knew, but she also knew this was the most erotic sensation she had ever experienced, and she wanted more.

"Spike," she whimpered, unable to form the words to ask for what she needed.

Spike seemed to understand though, for he lifted his head for moment to gasp, "I can't, pet. Those soldier boys saw to that." He reached his free hand up to trace the line of the veins in her neck and then let his fingers trail down across her chest.

Willow almost screamed in frustration, out of her head with desire for Spike. She let go of her grip on his shoulder, and brought her hand up to the back of his head, right over the location of the chip. She breathed heavily, not really sure what she was doing. All she knew was that want had turned to need, and she was unable to concentrate on the consequences of her actions. She summoned the magic from within her, felt it surge through her veins and send a tingling throughout her skin.

Before she could form it into a spell, though, Spike pressed down with his thumb and drove his fingers deep inside. Her world exploded into multicolored lights and giddy sensations. The aborted magic flowed crazily through her body, sending off arcs and sparks of light and energy. Her eyes darkened with magic and pleasure, as she cried aloud.

Willow fell back against the blanket, and let the rush of feeling flow through her body. Spike eased his hand out of her, and let go of her palm reluctantly. He tore a strip from his red shirt and used it to bind the wound, and then lay down beside her. He pulled her close, and curled around her.

"Would it be so bad, pet?" he whispered into her ear, "To let me sink my fangs in? To drink from you, change you? I could make you strong, and powerful, forever. We could see the world, you and me."

Still dizzy with delight, Willow let the words wash over her. In that moment, she actually considered what Spike was offering her. It would be something, to be able to do whatever she wanted, whenever she wanted. Temptation almost overwhelmed her, and she raised her hand to the back of Spike's head once more.

"It could be wonderful," Spike breathed, "Just the two of us against the world. I could give you everything you ever dreamed of, if only it weren't for this bloody chip."

She realized that he had no idea of what she had started to do, how close she had come to deactivating the chip for him. For that matter, she was fairly close to doing it now, to freeing him, freeing them both. She stroked his hair gently as she looked up into his eyes.

Spike kissed her passionately. She returned the kiss with enthusiasm, and could taste the sweet metallic tang of her blood in his mouth. Her blood…

Her hand dropped to the ground, then, and she sat up with a jolt, reality finally intruding. She couldn't believe what she had done, and worse, what she had almost done, nearly deactivating Spike's implant. She had actually wanted it, wanted to become a vampire, a killer. She was shaken by this realization, but found she couldn't quite erase the sensual memory of his lips on her palm, of the feel of him drinking from her. Confusion reigned in her head, as conflicting emotions battled for supremacy.

"What is it, princess?" Spike asked, sitting up as well, a look of concern on his face.

"Maybe we should go home," she ventured, "I think… I guess I'm feeling a little dizzy. You know, from the cut. We should get back to campus before I can't hang on to the back of your bike."

"Do you need to go to hospital?" he asked, a frown on his face.

"No, no. I'm fine. I'd just like to get a real bandage on this, maybe drink some orange juice."

Spike nodded, "That's probably a good idea. You taste so sweet, that I had a hard time holding back. Probably drank more than I should." He put his arms around her and pulled her close, nuzzling at her neck.

She leaned into the caress, feeling the desire to be bitten rising in her once more. She firmed her resolve, refusing to give in to it. "We really should go," she said, standing up.

Spike stood up as well, and gathered up the blanket. He stood there for a moment, and then, rather awkwardly, he leaned close and whispered, "Thank you."

She nodded in response, and followed him to the bike, feeling even more uncertain and conflicted. The turmoil in her brain told her that she wasn't going to get much sleep that night.

* * *

><p>"Tresses, auburn tresses," Spike thought, then shook his head, "no, too obvious. How about… Titan locks. Better, but what rhymes with locks?"<p>

Spike bit absently at the end of his pen as he pondered this conundrum. He was sitting propped up in bed, the covers in a rumpled disarray. Crumpled papers lay strewn across the bedspread, and the dirt floor below.

Eyes distant, the vampire began to mutter to himself, "Blocks, box, mocks, rocks… knocks? Upon my heart she knocks? That could work… But it's missing something, ah, I know…" his voice trailed off as he began to write furiously.

Spike had been at this for several hours, lost in a frenzy of composing. He had been unable to sleep since the events of the night before, the taste of Willow's blood still lingering on his tongue, making him restless, unable to settle. He still couldn't quite believe that she had offered her blood to him, but at the same time it seemed such a completely Willow thing to do, offering to share what she had without stinting. His heart squeezed as he thought of it again. If he hadn't been in love before, he was now. As proof, there were the half-dozen incomplete poems scattered around him. He, who had sworn he'd never write poetry again.

A series of loud bangs on the crypt door, followed by the slamming of metal against concrete, heralded the Slayer's arrival. He could hear her striding across the floor, then stopping to yell out, "Spike?"

"Give us a minute, pet," he shouted, and heard her moving toward the stairs. Spike got out of bed quickly, unwilling to let the Slayer catch him composing poetry. "I wouldn't come down here," he warned, "Unless you wanted to catch an eyeful." He heard her make a disgusted noise, but stop where she was. Spike slipped on his jeans, and hurried up to the main floor.

"Put a shirt on, Spike," Buffy said exasperatedly, when she got a glimpse of him.

"What? Afraid you might see something you like?" he snickered.

"As if!" she snorted with disdain, then held up a wad of cash. "Listen, I've got a job for you. You interested?"

Spike's eyebrows raised at the sight, "'Course I am. What do you need killed?"

"Not killed, just followed," she replied, "I want you to follow Willow's boyfriend. Find out who or what he is, where he lives, that sort of thing."

Spike's eyebrows raised at that. "Spying on your little girlfriend? That's hardly sporting."

"You're not spying on Willow, just this William guy she's seeing. I want to make sure he's not a Big Bad. I don't have time to do it myself, so I have to ask you."

Spike thought furiously, "You know I can't follow him in daylight, right?"

Buffy frowned a bit, but said, "I know. It's a drawback, but watching him at night will have to do. If he's a monster, he's more likely to come out at night time, right?"

Spike shrugged. "Possibly. What makes you think he's a monster at all?"

The blonde shook her head, "I'm not really sure. Instinct, I guess. Plus she's been acting kind of strange, not like herself at all. I'm pretty sure it's William's fault."

"She wouldn't be the first girl to change herself for a fellow. Doesn't mean he's some sort of beastie. Are you sure you want to piss her off this way?" Spike asked with seeming nonchalance, lighting up a smoke.

"It's for her own good," she said defensively, "Besides, I figured you'd be happy to have a chance to pry into a Scooby's life, or something."

"Yeah," he scoffed, "I just dream of having the opportunity to learn more about you and your little pals. But for the right price…"

He reached for the wad of money, but Buffy moved it quickly out of his grasp, handing him a disposable camera, instead.

"I want proof, first," she said, "you bring me pictures, you get the cash. Deal?"

Spike clenched his jaw a little, then scoffed again, "What? Don't you trust me, Slayer?"

"Never," she told him baldly, "I don't want you pretending to follow them just to get my money."

He turned the camera over and over, considering it. An idea began to form in his head, but he made one more attempt to dissuade her from meddling, anyway.

"Have you thought about what she's going to do when she finds out about this, Slayer? I wouldn't want the little witch chuffed at me, personally."

"What do you care, anyway?" Buffy demanded.

"I don't," Spike assured her, "just so long as it's you she's brassed off at, and not me. I can't defend myself, remember?"

"Whatever, Spike. Just make sure it gets done," she said dismissively, turning and leaving the crypt with a flounce.

Spike waited a moment until he was sure that she was gone. Then he went quickly downstairs, grabbed a shirt from floor, and headed for the sewer access.

* * *

><p>Willow was, predictably, furious at Buffy when she found out. Spike found it amusing that she got so indignant, considering that she actually was dating a monster, and Buffy was right to be suspicious. But perhaps that played a role, her very guilt causing her to overreact. Whatever the cause, she agreed readily to his plan, and they set it in motion that night.<p>

He showed up at her dorm room wearing his light blue shirt and khakis. She cast her glamour on him, and they walked out of the building together arm in arm. They strolled casually through the campus grounds and down the street to a nearby Italian bistro. Spike paused outside of a florist's, and purchased a single longstem rose for Willow, which he presented to her with a flourish.

At the restaurant, they enjoyed a leisurely dinner, with much canoodling by candlelight. To any outside observer, they were your typical romantic couple, deeply in love. After dessert, they made their way to an upscale apartment complex that Spike had scoped out. One of the gates in its security fence had been propped open with a brick, and Spike and Willow used it to stroll in as if they belonged there. They meandered over to the complex's hot tub, and took a nice long soak. Finally they made their way to the door of an apartment with a for rent sign in the window. Willow stood in front of the sign, while Spike pretended to open the door. With their charade finally complete, they quickly walked out of the complex, and into the dark night beyond.

Spike's DeSoto was parked a little way down the block. They strolled up to the driver's side window. Clem rolled it down as they approached, and handed Spike the disposable camera.

"You got it all? A full roll's worth?" Spike demanded, as he tucked the camera into his pocket.

"Of course. All the shots you asked me for. I got a nice one of the sign, too, so she knows where it is," Clem assured him, nodding his head eagerly.

"Good thinking," Spike said. Willow nudged him a bit, and he added, "Oh, and thanks."

"I got to say, Spike, you look really different in that disguise. I kinda like it."

Spike growled a bit, "Get out of here before I have to hurt you, Clem."

"Sure thing," Clem said cheerily, "I'll see you around." He put the car in gear, and drove off into the night.

* * *

><p>"This is it?" The Slayer sounded disappointed as she flipped through the photos that Spike had handed her.<p>

"What were you expecting, bedroom shots?" Spike joked, leaning against Buffy's desk.

"Something a little more Hellmouth-y," she informed him, ignoring his comment. "This looks like the advertisement for a dating service or something. Why didn't you follow him any further?"

"They were there all night," Spike informed her, "I had to leave before dawn, remember? I can't help it if the blighter's squeaky clean."

"Well, this is only from one night. Maybe after a few days…" Buffy began.

"Hold on a minute, Slayer. I'm not watching these two snog for days on end," protested Spike, "I did what you asked me to do, now where's my money?"

"But you didn't find anything out. We're still no closer to figuring out what he is."

"I found out where the bloke lives, the rest is up to you. And to be quite honest, if he was some kind of demon I would've smelled it on him. Now pay up!"

Buffy grudgingly dug out a handful of money and handed it over. She went back to examining the photos Spike had given her, scrutinizing them carefully, still looking for clues to William's identity.

"Not that I care, but why do you have it in for this guy, anyway?" Spike wondered, "I'd think you'd be glad to see Willow in a happy relationship, and not moping over Dog Boy or something."

"I told you, she's changing, and not for the better. Plus, I just get bad vibes off of him. The whole time we were at the Bronze I could sense something off about him, I just couldn't put my finger on it. But without proof…" She shrugged.

"Without proof, she gets to live her life without your interference. People grow up, you know, Red's no exception. You didn't expect she'd stay the same mousy bookworm forever, did you?" he pointed out.

"Why do you even care?" Buffy asked with a frown.

"As I said, I don't," he reminded her, "Quite frankly I find it amusing, watching you Scoobies fight like this. It's almost as good as my shows."

"We're not fighting. In fact, Willow's hardly around enough for any of us to even start a fight with her," Buffy grimaced.

"Well, whatever. I've got the dosh, that's all I care about." He pocketed the money, and made his way out of the dorm, whistling contentedly. Behind him, Buffy bit her lip, and continued to study the photos, as if the key to Willow's behavior could be found in them somewhere.


	20. Unbounded

**A/N: **You guys have been so great with the reviews, I thought I'd give you an early update. And before anyone tells me how cliched Willow's outfit is, keep in mind that this is all new to her, and she's guessing at what Spike would like, so yeah, she goes a little cliche. :)

**Chapter 20  
>Unbounded<strong>

"_It's got to be seductive, just giving in to it, going totally wild."  
>-Xander, 'Smashed'<em>

Willow adjusted her clothing and turned to look at herself in the mirror. She was finally trying on the outfit she'd bought at the mall the day of the shoplifting trip. She'd been wearing more and more adventuresome outfits since that day, but she hadn't yet had the guts to put this ensemble on.

She was wearing a black leather bustier, with a very short plaid mini-skirt. An unbuttoned white dress shirt, tied at the waist, completed the naughty schoolgirl look. To top it all off, she wore black thigh-high leather boots with stiletto heels.

Willow surveyed herself in the mirror, and actually liked what she saw. True, she was still a little too shy to wear it out anywhere, but for the privacy of Spike's crypt, it was perfect.

Speaking of Spike, he would be there to pick her up, soon. She was just thinking that she'd better get changed, fast, when the door opened, and Buffy entered. The blonde stood in shock for a moment as she took in Willow's outfit.

"Willow, you are **not** wearing that!" Buffy announced.

Willow blushed a little, but asked defensively, "Why not?"

"Why not? Look at it! It's just so… so…"

"Sexy?" Willow offered.

"That wasn't the word I was searching for," Buffy informed her dryly.

Willow started to explain. "Buffy, relax, I'm only going to…"

"Relax? I'm not going to relax. There's no way William's going to like you in that outfit. You look like a tramp," Buffy announced.

There was dead silence for a moment, as both roommates realized that Buffy had gone too far. Willow started to get angry. Buffy didn't back down and apologize, though, which made Willow even angrier.

The sound of a motorcycle pulling up in front of the dorm broke the silence.

"Oh look, there's William," Willow said, her voice dangerously sweet, "I think maybe I will wear this after all. I wasn't planning to, but you've inspired me, Buffy. I'll just see how well he actually does like it."

With that, she swung her leather jacket over her shoulder and strolled out into the hallway.

Once there, though, her puffed-up confidence, fueled by anger, left her. The hallway was rather busy at that time of night, and she had to walk by all those eyes.

"Daa-amn, Willow," announced the boy from two doors down, "You work that outfit! It looks good on you."

"You really think so?" she asked, blushing a little.

"Absolutely. Your man's going to have a heart attack when he sees you."

"Thanks," she said gratefully, taking renewed confidence from the exchange. She straightened up and walked the rest of the hallway with something approaching attitude. Spike was going to go non-verbal when he saw her, she was sure of it. The wolf whistles and cat calls that followed her just fueled her assurance of that fact, even as they made her blush.

Willow walked out of the building and towards the waiting motorcycle. She knew the moment Spike spotted her, because he flipped up the visor of his helmet for a better look. She stopped to pose and preen for a moment as he watched her, apparently stunned speechless.

"That's quite an outfit, love," he finally managed, "To what do I owe the honor?"

"No reason. I just wanted to surprise you," she confided.

"You did, at that. It looks good on you, especially the leather," he informed her, reaching out an arm to draw her closer.

"I just have one question," Spike continued, "How were you planning to keep your skirt down on the back of the bike?"

"Magic," she replied glibly.

"Of course, how silly of me," he responded, "So, back to the crypt?" Spike's tone was hopeful.

Willow was about to say 'yes', when some imp of mischief struck her. She realized that if she was actually going to have the guts to wear this outfit, she wanted to wear it out.

"No," she corrected him, "I want to go dance somewhere."

"Shelter Club?" he offered, handing her helmet over, "It's probably safer than the Bronze."

Willow nodded her agreement as she put on her jacket and helmet. She swung a leg over the bike, noting with some embarrassment just how short her skirt really was. She tried not to let it bother her, though, as she cast her spell to keep it in place, and wrapped her arms around Spike, signaling that she was ready to go. With a roar, they took off, headed for the other side of town.

The Shelter Club was the other dance club in Sunnydale. Willow had been there once or twice with Oz and his band, but she had always preferred the Bronze. The clientele tended to be a little different, due mostly to the Shelter Club's rather lax carding policy. For tonight, it was perfect. No chance of running into Buffy or the others. Plus, Willow needed a drink or two if she was going to continue this charade of confidence.

They entered the club and stopped by the bar.

"Rum and coke?" Spike inquired, signaling for the bartender.

"Shot of vodka," Willow announced boldly. At Spike's lifted eyebrow, she amended, "And then a rum and coke."

Spike said nothing about the odd mix of drinks, ordering them along with his usual whiskey. They found a table near the dance floor and sat down.

Willow took up her shot glass, and bravely knocked it back in one go. She tried hard not to react to the taste, knowing that Spike was watching her. It was like drinking lighter fluid! She gratefully turned to her other, sweeter drink.

"So, this is the new you," Spike mused, placing a hand on her thigh, "I think I like it."

"Really?" Willow asked, a bit shyly.

"Absolutely," he assured her, leaning over for a kiss, "I can't wait to see you out on that dance floor."

She surveyed the floor in question as she drank. It was only about half full, most patrons preferring to sit and watch. She listened to the pulsating music, and wondered how long it would take to get her out there on the floor. The question was answered for her almost immediately, as the music switched over to a new song. It was one of Willow's favorites, and she just knew she had to dance to it.

"Dance with me, Spike?" she asked.

"You go on, dance by yourself. I want to watch," he leered at her. Her disappointment must have shown on her face, because he promised, "I'll join you on the slow numbers."

Willow was a little put out, but she really wanted to dance. Taking a final swig of her drink, she stepped out on to the dance floor.

It was a little tricky, dancing in heels, but she caught the hang of it fairly quickly. It wasn't the only thing she got quickly, either, as first one boy, and then another, came up to dance with her. Fairly soon, she had a whole circle of admirers.

At first she was worried that it would make Spike jealous, but every time she looked over, she saw no obvious reaction in him. Then she decided to try to make him jealous. She danced close to one of her dance partners, then another, then a third. She danced with them all, in fact, making sure never to dance too long with any one boy. She didn't want to lead them on too much, after all. Mostly she just reveled in the notion that she, Willow Rosenberg, was practically covered in cute guys. Maybe Spike had been right about her potential sexiness.

Speaking of Spike, she decided to rejoin him at their table. It had been quite a few songs, now, and she was thirsty. She waited for a break in the music, then started to head over. She didn't get very far.

"Hey, whoa, where you going?" one of the guys demanded, catching and holding her wrist.

Before Willow could even think of what to do or say, Spike was there, placing a protective arm around her waist.

"Problems, princess?" he asked, in a voice deceptively mild, all the while glaring at the boy.

Instantly, her hand was freed, as the guy quickly backed up, muttering, "No problem."

Willow whirled in Spike's arms and gave him a hug.

"Come on," he said, giving her a kiss, "We've got fresh drinks waiting for us."

"That was fun," Willow announced as they sat, "The dancing, I mean. I'm having a really good time."

"You looked like you were enjoying yourself," Spike agreed.

"I thought you would join me," she said, a little petulantly.

"I'm not much of a dancer, as you've probably noticed. I didn't want to cramp your style," he explained, "Besides, it looks like you had plenty of company, as it was."

Willow smiled a little at the hint of jealousy coloring Spike's voice. Maybe he wasn't quite as indifferent as he had seemed.

After a little while, Willow got up to dance again. This time, she didn't even bother to ask Spike. She strode out alone on to the floor, and began to gyrate. She wasn't alone for long, though, as her cloud of admirers quickly re-formed.

Still hoping to get Spike to join her, or at least make him jealous, Willow danced her very sexiest. She writhed and twisted, swung her hips from side to side, dipping as low as she could go, then drawing herself back up. She brushed up close to the guys surrounding her, flirting, teasing, even allowing a hand or two on her waist or hips. She felt graceful and beautiful; she felt powerful. Truthfully, she felt rather giddy and lightheaded, too, like she had when she was shoplifting.

A new song came over the speakers. Willow recognized it as the first song she and Spike had ever danced to. She turned back towards the table, intending to make Spike dance with her. Once more, someone grabbed her arm as she tried to leave.

_Twice?_ she thought to herself, outraged, _This actually happened twice? I guess they didn't watch the first time_.

Spike immediately came to the rescue, again. Taking up his same protective stance, he asked, "Everything alright, kitten?"

"Everythin's fine," the rather drunk man slurred, "She's dancin' with me. So get lost, Blondie."

Spike bridled at that, and made a move towards the other man. Quickly, before Spike could make a scene and set his chip off, Willow acted. Applying a little magic, she sent blue sparks of lightning shooting out of her arm and into the drunk's hand. He yelped, and dropped her arm, backing away. Willow was rather satisfied with herself.

"Dance with me, Spike," she quickly ordered, trying to distract him from attempting to pound the now-retreating man. She didn't need Spike to get a migraine, now. She had plans for them tonight.

Reluctantly, Spike took her in his arms, and they swayed to the song that Willow was starting to think of as 'theirs'. She snuggled up close to the vampire, suddenly realizing how turned on she'd been by all the dancing. She wasn't ready to go back to the crypt, yet, though. She thought of something, then, that turned her on as much as dancing did.

"Spike?" she inquired, "Can we go hunting tonight?"

"In that outfit?" Spike was incredulous.

"I can be bait," Willow offered.

"You could, at that," he conceded.

"Please?" she begged, moving even closer so she could whisper sexily into his ear, "I'll do anything."

"Anything, huh?" Spike said thoughtfully, "I'll have to remember that. Alright, we can go hunting. It beats watching you flirt."

Willow smiled at that, and went to collect her jacket.

* * *

><p>Willow let out a fake scream and began to run as well as she could in high heels. A pair of vampires chased after her, believing her to be easy prey. She swerved around a tombstone and started aiming for a small crypt up ahead. She didn't get very far, though. One heel caught in the springy turf and sent her sprawling to the ground. Her skirt flew up in the process, and Willow hastily shoved it back down as she rolled over. One of the vampires was stooping over her with an unpleasant leer on his face. For good measure, she screamed again. The vamp's expression grew greedy.<p>

Suddenly, Spike appeared out of the gloom, rushing the vampire and sending him head-over-teakettle into the next row of graves. Willow stopped worrying about vampire number one, and instead focused on his pal.

The other vampire seemed momentarily taken aback by Spike's sudden appearance, but soon zeroed in on Willow as being the more profitable target. He bent over her, arms reaching out to pin her down. Willow put her hands out, as if trying to ward him off. She waited a moment, until he was sure of his success, then sent magical energy flying out of her palms, blasting him backward. He hit a nearby tree so hard, it shook, sending a rain of leaves to the ground.

She held him there with another one of her spells, a web spell. It essentially immobilized her prey from the neck down. She got up and carefully checked her heel for damage. It was fine. Then she pulled out a stake and levitated it, walking slowly over to the squirming vampire. She brought the stake around to press lightly over the heart.

"Please don't stake me!" the vampire pleaded frantically, "Please just let me go! I'm sorry! I'll never attack you again! Just let me go, please!"

Willow snorted at the pathetic begging. She'd heard it all before.

"Now what would be the fun in that?" she questioned, cocking her head to the side. Slowly, she took a grip on her stake; slowly, she drew it back as far as her arm would go. The vampire whimpered pitifully as he begged still harder. She cocked her head to one side, as if considering him, choosing to wait a long moment to draw out the suspense. Then her arm snapped forward as she buried the stake deep into his chest. She grunted a little from the impact, then waved away the resulting dust, well satisfied with this last staking.

Spike had finished off his opponent as well, and stood nearby, having a smoke. She could tell that he'd been watching her staking, but his only comment was, "Was that a thong I saw, pet?"

She ignored him.

"Well, that's six," she said, coming over to join him, "Not bad for one night."

"Especially in those boots," Spike commented, "But you do make lovely bait, princess."

She preened a little at his comment, then put her arms around him and snuggled up to his hard body. She could feel his growing excitement, an excitement that she shared.

Feeling bold, she glanced around her until she found a tombstone of the right height. She went over and perched on it, beckoning Spike closer. Mystified, he did as she asked. Once he was in range, she wrapped her legs around him, pulling him in closer. He was still a little unsure of her motives, she could tell, until the moment she started unbuckling his belt.

"Right here, pet?" he breathed, darting in to kiss her below the ear.

"Got a problem with that?" she teased, well pleased with herself. She was enjoying this whole 'being naughty' thing.

"Not I," he assured her.

Spike carefully unwrapped her legs for a moment, so he could slip off her panties. They disappeared into his coat pocket.

"I'll just keep these, if you don't mind," he informed her.

Willow sighed. She'd lost more good underwear that way. She wrapped her legs around him once more.

They didn't bother with preliminaries, both already being fairly wound up from hunting. Spike brought their bodies together with a swift motion. Willow clutched at him, not wanting to lose her balance on her precarious perch. They ground against each other for a good while, Spike thrusting roughly into her. It was much more the way Willow had imagined sex with the vampire would be like. She smiled happily as they rapidly picked up the pace, both panting with effort, even Spike. Finally, he called out her name, her real name, and she shrieked her pleasure to the heavens. Slowly, they came back down, leaning against one another.

Spike kissed Willow's forehead, and held her close.

"Was that alright, pet? I usually tend to be more…creative, but you seemed like you were in a hurry," he said, looking at her with concern.

"In case you couldn't tell, it was wonderful," she assured him, still high from the evening's activities.

"Yeah, you're likely to bring the Slayer down on us, a scream like that," Spike joked, refastening his jeans.

Willow smiled at that, then pulled him in for a passionate kiss. She was suddenly eager for more, much more.

"Well, then, we should go to your crypt. And you can show me just how creative you can be," she purred, getting down from her perch and adjusting her skirt.

Spike got an evil grin across his face, as he took her hand. "Right you are," he responded, beginning to pull her towards his abode.

* * *

><p>Willow woke slowly the next morning, stretching slightly. She was careful not to disturb Spike, still sleeping peacefully, sprawled across the bed. She quickly found one of his t-shirts on the floor and put it on, before heading for the upper level.<p>

She strolled over to the fridge for something to drink, still thinking over the night before. She poured herself a glass of orange juice, glad her boyfriend still stocked human food.

Spike had been great last night, she mused to herself. Vastly creative, with more than a century of experience to draw from, and pleasantly aggressive, too. Gone were the days when he treated her like spun glass, and she was glad of the change. He'd left her delightfully sore this morning, in fact.

She frowned, then, as she noticed a faint bruising around her wrists. She **was** sore, in a wonderfully good way, granted, but Spike had managed to mark her. He'd actually hurt her last night, in spite of the chip.

She thought for a moment that maybe all that adrenaline last night had kept her from truly feeling pain, allowing Spike to fool the chip, but she knew it wasn't true. She'd been in pain for brief moments, she just hadn't cared at the time.

There was no denying it. Somehow, some way, Spike had freed himself from the chip. He was dangerous again. Anger flooded Willow as she realized Spike must have been lying to her, but still, she wasn't sure what to do. She could always call Buffy, but that could end only one way for Spike. She couldn't bring herself to do that, not yet. Spike had shown no signs of wanting to kill her. He hadn't even gone after the Slayer, yet. Maybe he didn't even realize the chip was inactive. Angry as she was, Willow still decided that she needed to hear his half of the story.

Going over to where they kept their patrolling gear, she forked out a stake and a cross from the jumble. She might be willing to listen to him, but she wasn't stupid. Once cornered, he could lash out and kill her in a heartbeat. Properly armed, she made her way back downstairs.

Spike was still sleeping, sprawled on his back with arms outstretched. Normally, Willow thought it cute, how much space he could take up. Right now, though, she was feeling far too angry and betrayed to notice.

Willow used one of her web spells to trap him and pin him to the bed. She had no doubts about her chances if Spike was actually able to move. She climbed up on the bed and straddled him, laying her stake and cross down on either side.

She hit him once on the shoulder. "Spike, wake up."

He woke up a little groggily, and peered at her. "Well, this is a lovely surprise, pet…"

He trailed off then, as he started to move but couldn't. He tried again. Willow could see him strain against the invisible bonds.

"Uh, princess…?" he began.

"Don't call me 'princess'," she snapped, "Or 'pet', either. I'm mad at you, Spike."

"What did I do?" he asked with a frown.

She brought the stake and cross up into view, and watched with satisfaction as Spike's eyes widened with fear.

"You lied to me," she hissed.

Spike couldn't seem to take his eyes off the stake. She brought it forward, near his chest, just to watch him tense. After a long moment, he was finally able to answer her.

"Lied about what?" he asked cautiously, still watching the stake.

"The chip, Spike. Your chip. It isn't working anymore. And don't try to tell me it is!" she barked the last sentence, brandishing the stake menacingly. He flinched.

"I've got bruises on both my wrists," she continued, "So I know it's not working."

Spike seemed to make up his mind about something, taking a deep, unnecessary breath before beginning to speak.

"You're right, it's not," he confessed, "It short-circuited, or something, when you were trying that probe spell."

"That's why you wouldn't let me try again!" she cried, enlightened. Then a darker thought struck her. "Spike, that was weeks ago. You've been killing since then?"

"No!" he protested, trying to sit up. The web spell continued to hold him down.

Willow was furious, sure that he was lying. She brought her cross down on to his stomach, and held it there.

Spike clenched his fists and jaw, but he didn't cry out. Through gritted teeth, he said, "I'm not lying to you, Willow."

She eased up with the cross, still doubtful. "You're telling me you've been able to kill for weeks, now, and you haven't been feeding?"

"Feeding, yes," he admitted, "Killing, no. I've been letting them go. Figured you wouldn't like it if I killed."

Willow took a moment to digest this news. Spike had refrained from killing. For her. It boggled the mind. There was still one problem with his little food plan, though.

"You're hurting innocent people. People who don't deserve it," she said quietly.

"Not the blokes I go after," Spike assured her, "I thought of that. I've been feeding on thieves, rapists, murderers. Well, not so much that last one, but nasty sorts, the kind you wouldn't want to meet in a dark alley."

Willow eyed him cautiously, still unsure whether to believe him or not. She toyed with the cross, considering.

"Sometimes I don't feed for days," Spike continued, taking advantage of her silence, "If I can't find anyone suitable, then I'm stuck with pig's blood. I did it for you, Willow. I couldn't lose you."

The sentiment struck a chord in Willow's heart, but she was still uncertain. She knew there was one way to find out. She brought her cross up and held it to his chest.

"It's the truth, I swear it," he grunted, fighting the pain.

"Your word's not too terribly reliable, William," she informed him, picking a new spot and trying again.

"I could have turned you that day," he noted, still squirming slightly, "I had the opportunity, and I didn't do it. Or any day after that, either. That has to count for something."

She pulled back, then, considering. He did have a point. But did it mean that he'd really changed? As she thought, she began idly drawing circles around Spike's heart with the stake. She noted with some amusement how Spike tried to suck in his chest, to get it further away from the stake. She smiled a little at the sight.

Suddenly, it struck her, how helpless Spike was, lying there. She realized just how in control she actually was. Spike's unlife was in her hands. She felt the heady rush of power as she realized that she could do anything she wanted to him, and he couldn't resist her.

Teasingly, she trailed the end of the cross lightly across his skin, from his throat to his navel. Even as he hissed in pain, Spike seemed to catch the change in her mood, and he gave her a wary, speculative look.

"Alright, I believe you, Spike. But no feeding on innocent people," she admonished, shaking the stake at him.

He sighed in relief. "Now can you let me up, pet?"

"Maybe, maybe not." She smiled an evil grin, and leaned forward, letting the cross hover inches above his skin.

"Play now?" she crooned.

Spike smiled at her slowly, his tongue pressed up against his teeth.

"Lose the stake, princess, and we can play any game you want," he told her.

Willow thought about it for a moment, toying with the stake, and making Spike flinch once more. Smiling, she tossed it away, then went to work with the cross.

It was a long time before she let Spike up again.


	21. Best Interests

******A/N:** Great comments, everyone! It's nice to know that you guys are getting it! Keep 'em coming!

**Chapter 21  
>Best Interests<strong>

_**Buffy:** "You are a thing of evil for not telling me this right away!"  
><strong>Willow:<strong> "Well, I wasn't sure there was anything to tell."  
>-'I Robot…You Jane'<em>

Tara walked through the lobby of Stevenson dorm, and quickly climbed the stairs. She hadn't heard from Willow in over a week, and she was beginning to worry. She'd decided to go to Willow's dorm room to see her in person.

When Tara got to the second floor, she was surprised to see Willow walking towards her, arm in arm with a stranger. He was a pleasant-looking man, with wavy, brown hair and glasses. Tara assumed that this must be William.

"Tara!" Willow said with surprise, "What are you doing here? Are you looking for me? I kind of have plans, already."

"I s-see that. This is W-William, right?" Tara stuttered, nervous at meeting a new person.

"Oh, yes. Tara, William. William, this is Tara, my Wiccan friend."

"Delighted," said William, holding out a hand. Tara took it, then shuddered. Not just from his cold hands, but from what she sensed about him. Somehow, his aura just did not match with his outward appearance, as if he were wearing a mask of some sort. And the aura itself was a problem, having a cold, lifeless quality to it. Tara was sure no living human had ever had an aura like his. Something was wrong, badly wrong.

Tara said nothing, however, simply smiling as Willow made her goodbyes, with promises to call soon. She watched as the couple passed out of the hallway, then stood there for a few minutes more, thinking.

Finally, she made up her mind. Squaring her shoulders, she marched down to room 214 and knocked. Tara only hoped Willow's roommate was home. If half of what Willow told her was true, then Buffy would be able to help.

A blonde girl answered the door.

"Can I help you?" she asked quizzically.

Tara wasted no time on introductions, cutting straight to the heart of the matter.

"Willow's in t-trouble," she said.

* * *

><p>Tara sat on Giles' couch, feeling awkward, and watched Buffy pace the small room as she explained the situation.<p>

"…So, based on what Tara told me, I thought it was a good idea to have a meeting," Buffy concluded, sitting down finally.

"I'm game," Xander agreed, "I never quite trusted this William with his hoity-toity British accent." He caught Giles' eye then, and apologized, "Sorry, G-man, I didn't mean you."

"I told you never to call me that," Giles began, "But I must agree, if what Tara sensed about his aura is accurate, then William must be a demon of some sort."

"And if so, we'll need all hands on deck," Buffy asserted, "Xander, where's Anya?"

"Home. She said she wasn't interested in prying into Willow's sex life," Xander said sheepishly, then began to defend her, "It's an ex-demon thing. She doesn't always see the bad."

"Yes, well, our first order of business is to determine what sort of creature we're dealing with," Giles stated, before turning to Tara, "Willow tells us you're quite a skilled witch. Do you know any spells that would make the demon's true face reveal itself?"

"S-several," Tara admitted, "B-but is that a good idea, to cast it when he's alone with Willow? W-won't he just try to hurt her once she knows?"

"A valid point," the Watcher conceded.

"I could position myself nearby, be ready for the take-down, once you guys did your spell," Buffy offered.

"Do we even know where they are?" Xander questioned.

Buffy sighed. "No. She just told me 'out'"

Giles ventured, "It seems we are woefully short of information on this William fellow. I suggest we use a simple scrying spell to ascertain more. Tara, can you do that?"

"W-with the right equipment. My stuff is at the dorm. But, spy? On Willow?" she protested.

"Think of it more as checking up on William, for Willow's own safety. And I have a scrying bowl here. I'll go get it," Giles told her.

"Scrying?" Buffy asked, confused.

"C-calling forth images in a bowl of w-water, or a crystal b-ball," Tara quickly explained, her mind elsewhere.

As Tara sat and stewed over the ethics of what she was about to do, Giles disappeared into another room. He returned with a large, flat, black bowl.

"Is tap water sufficient?" he asked, entering the kitchen and beginning to fill the bowl.

"Y-yes. But we'll need a silver coin, too," Tara told him.

"Ooh! I have a dime," Xander offered eagerly.

Tara shook her head. "It's got to be real silver."

Giles placed the full bowl on his desk and began rummaging around in a chest.

"Will this do?" he asked, proffering a large coin with strange markings.

"It should," Tara agreed, getting up and taking it from him.

She went over to the bowl and dropped the coin in, waiting for the ripples to subside. She gestured for the others to join her around the table. Now that she was actively spell-casting, her confidence increased, and her stutter vanished.

"Now, you should all be able to see the images that I call forth in the bowl. It's very important not to jostle the table, though. It destroys the image." This last was to Xander, who'd bumped the desk as he neared.

The others nodded their agreement, and she began.

Tara formed an image in her mind of her target, of William, with his wavy, brown hair and glasses. She cast her energy out upon the waters, willing an image to form.

Nothing happened.

She tried again. Still nothing.

"I don't understand," she confessed, stumped.

"It's not working?" Buffy asked.

"Maybe you're not doing it right," Xander offered.

"I've been scrying since I was twelve," Tara insisted with a shake of her head, "It's my strongest skill."

"Were you targeting William, or Willow?" Giles inquired.

"William, of course," Tara said.

"It might be more profitable to focus on Willow, instead. We know they're together. His demon powers may be blocking your spell," Giles advised.

Tara was much less comfortable with the idea of choosing Willow as a focus, but grudgingly agreed to try it. She pictured that beautiful face, as familiar as her own, and recast her spell.

Instantly, an image formed on the surface of the water. An image of a red haired young woman. They couldn't see much besides her, though.

"Your focus is a little tight," the Watcher observed needlessly, "Perhaps if you widened it?"

Tara refrained from mentioning that she was working on it, and simply did it instead. The image pulled back to show that Willow was not alone. She was kissing someone, but it wasn't the guy Tara had met in the dorm. This man's features were more chiseled and pronounced, and instead of brown hair, his locks were bleached white. Tara heard Buffy gasp in recognition.

"Oh, dear Lord," Giles sputtered, taking off his glasses.

"That's…that's…" stammered Xander.

"Spike!" Buffy spat, looking livid, "Giles, hand me a stake. Someone's getting dusted."

"Now hold on a minute, Buffy. I'm not certain that that's a good idea right now," Giles cautioned.

"What? Giles, why not?" the Slayer protested.

"Based on everything that you've told me, it would seem that Willow has become rather attached to Spike. Staking him without warning could do irreparable harm to her." Giles cleared his throat, and continued, "Plus, if you go right now, you may very well catch them in, um, an indelicate moment."

"That's so not something I wanted to think about," Xander groused, as Buffy pouted a bit, but grudgingly conceded.

"Who's Spike?" Tara asked, taking advantage of the lull in conversation. She was beyond worried for Willow.

The other three stared at her as if they had forgotten she was there. They probably had, she mused.

"William the Bloody, also known as Spike," Giles began to lecture, "He is a very powerful vampire."

"**Was** a very powerful vampire," Buffy corrected, "Now he's just a pain in my ass."

"Well, yes, true. A secret government lab put a microchip in Spike's head that prevents him from feeding or doing any violence towards humans," Giles continued.

Tara was confused by the explanation, but simply said, "What do we do?"

"Confront them both," Giles stated firmly, "We'll meet back here tomorrow after sundown and face them with the truth."

"Oh, oh, an intervention, right? Like we did with Buffy that one time?" Xander asked.

"Precisely," Giles confirmed.

"Why does the bleached wonder have to be there?" Buffy complained.

"So we can, um, persuade him to leave Willow alone," Giles explained.

"A pile of dust doesn't need much persuading," Buffy observed.

"You'll have to curtail that impulse until we're certain it won't do harm to Willow," Giles reminded her.

"Spoil my fun," Buffy pouted, sitting down in the desk chair. The movement jiggled the table, causing the image of Willow and her lover to break up into shimmering ripples.

"Yes, well, I do hate to spoil your fun, but we have to have Willow's best interests at heart," Giles told her, "Now, we'll meet tomorrow at sundown. I'll call Willow. Buffy, you invite Spike. Don't tell him anything, just say there's an important meeting. Xander, if you could bring Anya? And Tara, you should be there, too."

"Me, why me?" Tara blinked, not expecting this.

"Because you're her friend, too. The more friends of hers we have, confronting her on her behavior, the more effective our intervention will be."

Tara didn't particularly want to go, but she was scared for her friend. She didn't want Willow dating a vampire. Wordlessly, she nodded her agreement.

* * *

><p>"Well now, that's hardly in the dress code for a Scooby meeting," said Spike, coming up behind Willow and slipping his arms around her. They'd been two blocks from Giles' when their paths had crossed unexpectedly.<p>

Willow gazed down at the outfit in question. She was wearing a sleeveless, black, leather mini-dress with calf-high heeled boots. Her black velvet choker topped off the ensemble.

"I'd just gotten home from shopping and was trying a few things on when Giles called," she explained, "Besides, I thought if we get done early, we could go to the Bronze and…" The rest was whispered sexily into Spike's ear, causing his hands to tighten on her waist.

"Somebody's a naughty little girl," he declared, once he could speak again. He gave her a solid thwack on the backside. "Maybe I should take you back to the crypt and give you a good spanking."

"Maybe I'll even let you," Willow teased, well pleased with herself. "But first we've got this stupid meeting to get through. Giles said it was important."

"Yeah, the Slayer said she'd stake me but good if I didn't show. Must be one heck of a Big Bad," Spike observed, then continued, "You know they're going to have a fit about that outfit."

"I don't care," she responded, telling herself firmly that it was true. She'd had a lot of practice, lately. Buffy had become more and more critical about Willow's wardrobe in the past few weeks. "I'm not going to dress just to please them. I like the way I look."

They neared the courtyard of Giles' apartment building. Spike let go of his hold on Willow.

"Best not go in together," he cautioned, "You go first, get the meeting started, find out what it's all about. I'll make my entrance later."

Willow shrugged reluctantly, not wanting to let go of her boyfriend, but not really having a choice. She pushed open the front door and walked in.

"Oh my God! What are you wearing?"

"Hi, Buffy," Willow responded, then frowned and said, "Hey, Tara. What are you doing here?"

Tara sat on the footstool, near the fireplace, looking uncomfortable and lost. Willow was confused, wondering what on Earth had brought the other witch to Giles' apartment.

"Tara has been helping us with something," Giles said uninformatively. "Have a seat, Willow," he ordered. His voice seemed cold and stern to Willow's ear.

Buffy, Xander and Anya were already seated along the couch, leaving the chair as the only seat open. Willow sat down in it hesitantly, suddenly aware that she was the focus of every eye.

"What's going on?" she asked cautiously.

"We know about William," Giles stated simply.

Willow froze, but decided it was best to play dumb.

"Know about him? I don't know what you mean."

"You know all too well, I'm afraid. We know that William is Spike, and that you've known it all along. You've been lying to us this whole time."

So. It was out, their secret. And now Willow had to face the music, alone. She wondered where Spike was, and how long it would take before he made his entrance. In the meantime, she had to answer the accusations.

"What if I have?" she responded boldly, sounding a good deal braver than she felt.

"He's a vampire!" Buffy protested.

"Angel was a vampire," Willow pointed out.

"Angel has a soul. It's not the same thing," Buffy shot back.

"You're just mad because my guy didn't go all evil when I slept with him," Willow observed, a bit vindictively.

"That's because he was evil **before** you slept with him," Buffy pointed out, "Listen to yourself, Will! Lashing out at your best friend like that. Spike just isn't worth it."

"He's worth far more than you think. He's supportive and understanding. He's been there for me when the rest of my friends weren't. He really cares about me," Willow argued.

"Willow," Giles broke in, trying to sound patient and understanding, "Spike has no soul. He can't have the feelings you've attributed to him. You're just projecting them."

"He does have feelings," Willow protested, knowing as she said it that it was a losing battle, "He loved Drusilla for all those years, didn't he? And he loves me, now. He's not like Angel, with no humanity left over without a soul."

"Frankly, I don't care what he said or did or felt. The point is, you let him touch you," Xander accused, "And that's making me sick to my stomach."

"Oh, and I suppose that listening to you and Anya talk about your sex life all the time is less nauseating?" Willow shot back.

"Hey, I'm not the one necking with a dead body," Xander pointed out.

Giles interrupted, "Alright, let's not get off topic. Willow, we have reason to be concerned. It's obvious that Spike is only interested in your magic. He probably wants you to remove the chip, that's the only reason he's gotten involved with you."

"Gee, thanks. It's nice to know you guys have such a high opinion of my dateability. Has it never occurred to you that Spike might be attracted to me?"

"Well, let's see," Xander said, pretending to consider it, "Are you a skanky ho?" His eyes swept over her outfit. With some heat, he said, "Then again, maybe you are, nowadays."

Willow rose from her chair, tears in her eyes, as she confronted Xander.

"How dare you!" she cried, voice shaking, "How dare you say something like that to me?"

"What's all this?" said a welcome voice, "You blokes seem to be going out of your way to make my girl cry. That's not very friendly."

Willow turned gratefully to Spike, as he made his way across the room to her. He gave her a brief hug, then took her abandoned seat, pulling her into his lap. Willow noted with some amusement that he was careful to position her body so it was covering his heart.

"Spike," Giles greeted the vampire in a cool tone, "I'm sure you're aware by now of what is being discussed."

"You want me to give up my Red. You think I'm no good for her. Well, let me tell you something, she's far better off with me than with some people in her life," Spike responded, looking pointedly at the Scoobies facing him. He finished his argument with, "I love her, and that's all there is to say about it."

"What's your game, Spike? What do you want Willow for?" Buffy asked, irked by the vampire's explanations.

"Oh, and I couldn't possibly want her for who she is, is that it? Believe it or not, Slayer, she is quite a prize, in and of herself," Spike retorted.

Willow smiled at this, even as she was upset by Buffy's comments. She squirmed around a bit to kiss Spike.

"Oh, gross!" Xander exclaimed, "Get your filthy, vampire lips off of her! That's disgusting."

"This from a man who sucks face with a vengeance demon," Spike noted.

"Former demon, she's human now," Xander corrected, putting an arm around her protectively.

"Seems to me that both you and the Slayer are more judgmental about other people's love lives than you are about your own," Spike observed.

"We could let them try it," Anya suggested diffidently, "I mean, as long as he's got the chip, he can't hurt her, right?"

"Ahn, honey, you're not helping," Xander said, putting a hand on her leg.

The ex-demon subsided sulkily.

"It stops, Spike," Giles informed him, "Regardless of how far it's gotten, and what you think you mean to each other, the relationship stops, now."

"I don't think that's your call, Watcher," Spike said, deceptively calm, "I think Willow is mine, and nobody's taking her away from me."

"How about a stake to the heart? That'll end things pretty quickly," Buffy piped up.

"You willing to deal with a brassed-off witch if you do that, Slayer?" he asked, with a slight smile, "My Red here's pretty powerful, she could probably flatten the lot of you if she was upset enough."

"That's right, I could," Willow agreed, wanting to back Spike up. He was right, after all, she probably would get that upset if they staked him.

"Oh, come on, Will. Your spells aren't that reliable. What are you going to do, float pencils at us?" Buffy asked with disdain.

Willow bridled at that, but before she could answer, another voice spoke up.

"She's got a lot of p-power," Tara informed the Slayer, "Great p-potential. And getting angry will just make her more p-powerful."

"Nice to know one of Red's friends doesn't underestimate her," Spike observed, gazing at Tara with a speculative look on his face.

"Look, this is not a negotiation," Buffy stated, "It ends between you guys, now."

"What makes you guys think you have any say in this?" Willow cried, getting more worked up by the moment.

"I think the more important question is: 'how did you lot find out about us'?" Spike observed.

Willow paused, surprised. She hadn't really considered the question. She'd just assumed that Anya had let something slip. The ex-demon had been remarkably quiet since the meeting began, and Willow had guessed that it was guilt at work. But Spike seemed to have something else in mind.

"I see one new person in the mix," Spike continued slowly, "And a rather strange object on your desk, Rupert."

Willow glanced over at the object in question, and recognized it instantly as a scrying bowl. And Tara was here. Willow put two and two together quickly, and turned on the other witch.

"You were spying on me?" she hissed, affronted.

"I didn't w-want to!" Tara blurted out, "I thought it w-was wrong. B-but they said it was for your own b-best interests, so I did it."

Willow turned to Buffy. "Bad enough that you hired Spike follow me, but you had to get my friend Tara involved too? Is this how friends treat each other?"

"We were 'spying', as you put it, on William, if we were doing anything," Giles interceded, "We thought he was some sort of monster. We were right."

Willow was furious at Giles, furious at all of them. She no longer had any interest in reasoning with her friends—her former friends—anymore.

"Let's get out of here, Spike," she said, standing up.

"Now hold on a minute," Buffy warned, standing up as well, and producing a stake from somewhere, "The only way you're leaving is with a pile of dust."

Willow wasted no words, sending magical energy shooting out, knocking the Slayer back on to the couch. Her stake clattered to the floor. Just to be safe, Willow cast a large web spell upon all of them, pinning them to their seats, and Giles to the wall.

"That's better," she decided, sitting down again, "Now, I'm tired of this charade. Buffy, you cannot just come stake him whenever you want."

"Watch me," Buffy sneered, even as she struggled helplessly against her bonds.

"I am watching you," Willow pointed out, "Face it, Buffy, I'm stronger than you think I am."

"You can't be there to protect him all the time," Giles observed, frowning.

"Maybe not, but I'll tell you this, if I don't get her, Spike will," Willow declared. She felt Spike startle at that, and put a hand on his leg to calm him. She knew what she was doing, and she truly was tired of this game.

"Not with the chip, he won't," Xander responded instantly, even as Willow could see understanding and horror dawn in the others' eyes.

"The chip's deactivated," she informed him, "I did it myself."

With that, she leaned back into Spike's arms, craning her neck around for a kiss. Spike obliged with a passionate one, and Willow sighed in contentment, momentarily forgetting her anger.

"Willow, he's a killer," Buffy insisted, still struggling, "No matter what you think, he's dangerous. He'll kill you, he'll kill all of us."

"And yet he hasn't. Hmm…" Willow put a finger to her chin, miming thought, "Now, why would that be? Possibly because he worried it might upset me?"

She turned to Spike for confirmation.

"That's right, pet," he assured her, catching his cue, "I wouldn't do something like that if it would hurt you."

"See, even with the chip deactivated, he hasn't been killing. He's changed, he changed for me."

"He's lying. He's probably been killing lots of people. Be reasonable, Willow," Buffy begged, frantic.

"Oh, relax. He's not going to kill you now. It'd be like shooting fish in a barrel. Right, dear?" Willow prompted.

"Hardly sporting," he gamely agreed, "No challenge in it."

"But the next time we meet, you might not be so lucky," Willow cautioned, allowing herself to feel every inch of her anger, "See, I'm tired of protecting people who hold me back, and spy on me, and try to run my life. You want to know what I think is in my best interests? Someone who supports me, who challenges me to grow, to try new things. Someone who cares about me, and loves me, and would do anything for me. Someone like Spike."

The Scoobies spoke practically on top of each other.

"Willow, a creature like that does **not** have your best interests at heart," Giles assured her.

"You're choosing Captain Peroxide over us?" Xander asked incredulously.

"Will, he's a monster. He's only going to turn on you, kill you," Buffy demanded.

Even as their comments fueled Willow's anger, Buffy's statement caught her attention.

"Kill me?" Willow repeated, with a little smile, "Oh, I wouldn't worry about that. He'll do more than just kill me, he's promised to change me. And I've decided to let him."

She turned and smiled at Spike, before turning back to her captive audience, sitting stunned before her.

"The next time you see me," Willow announced slowly, "I'll be a vampire. It'll probably be the last thing you do see."

She stood up, took Spike's hand, and led him outside. Through the closed door, she could hear Xander's worried remark.

"She's not serious, is she?"


	22. I Love You to Death

**Chapter 22  
>I Love You To Death<strong>

"_Becoming a vampire is a profound and powerful experience."  
>- Spike, 'Fool For Love'<em>

* * *

><p>Spike waited until they were some distance from the Watcher's flat before he voiced his opinions.<p>

"Are you out of your mind?" he bellowed, turning to glare at Willow. "Why did you tell them I could kill again?"

Willow looked indignant at that. "They were trying to bully you into leaving me alone. I wasn't about to let that happen."

"No, now you've just made them want to stake me. That's perfect. And what's all this about you becoming a vampire, anyway?" he questioned disbelievingly.

"That, at least, should be perfectly clear," she replied flatly, stopping to stare at him in a way he didn't like. "It's been your goal ever since we started dating. You want to turn me into a vampire, and I've decided to let you."

Spike was beginning to question the wisdom of his plan. Truthfully, he found himself missing the shy, innocent, young woman that he'd begun cultivating all those weeks ago. Now he stood next to his dark, sexy, leather-clad goddess, and he found that she wasn't what he wanted after all. He still loved her, of course, he just wished she was a little more like the old Willow.

She was still staring at him, waiting for a response. He thought quickly, hoping to stall for time.

"We'll need to swing by your place, then," he said briskly, "We won't have time to pack after I've turned you. The Slayer will be after blood, and we'll need to head straight for Mexico."

"And what would I pack, Spike? There's nothing there that I want to keep," she scornfully retorted.

"What about that schoolgirl outfit?" he coaxed, "And there were quite a few other naughty little numbers I wouldn't mind seeing again."

"Fine, whatever," she grumpily conceded.

"That spell of yours is going to last, won't it?" Spike asked cautiously. The last thing he wanted was to be interrupted by the Slayer, unannounced.

"Until I choose to break it, or die, they're stuck right where I left them," Willow confirmed airily, dismissing any threat from the Scoobies with a wave of her hand.

Spike thought hard on the way to the dorm. Denying Red her request would do nothing except alienate her. That much was certain. Every time one of her Scooby friends had opposed her of late, Willow had responded by instantly becoming entrenched in her stand. He'd used that for his own ends time and time before. Now it was Spike that wanted to prevent Willow from getting her own way, and he didn't know how to go about it.

The only other option that he could see was to give in to her request. Drain her, and turn her into a vampire. Spike had to admit, there was still a certain amount of appeal to the idea. Willow would make a powerful partner, and there was no end to the sorts of evil they could get up to together. They would surpass anything that he and Drusilla had ever done.

They reached the dorm room, and Willow pulled out a bag and started stuffing clothes into it. Leather pants, leather skirts, leather boots, anything that was black and leather. Spike dawdled while she packed, poking around at the items on the top of her dresser. A familiar heart-shaped box caught his eye, the very box that held the 'Princess' necklace he'd bought her.

"Here, love, don't forget this," he said, handing it to her.

She took the box and shrugged, tossing it carelessly into her bag. "I just figured you'd steal something better for me once we're out of this town."

In that moment, Spike knew what he was going to do. The whole plan blossomed in his mind, and he knew it was the right one. No running the chance of alienating her, no risk that some other vampire might do the job instead. Spike was going to bite Willow. He would bite her, and drink from her, and then they would see what would happen.

Spike took the now-full duffel bag from Willow and guided her out the door. They made their way swiftly through campus and across town. Sunnydale lay quietly as they traversed the streets leading to the graveyard. They made a quick detour to Spike's car to drop off Willow's bag, then continued on to the crypt.

"Time to turn me," Willow demanded, once they were safely inside.

"First things first," Spike said, taking her into his arms and kissing her passionately. "I want to make love to you."

"You're just stalling," the redhead accused, pulling away a bit.

"I'm not. I promise you, I will bite you tonight. But it is a very different experience, when both partners are vampires. I want to make love to your human self one last time," he said earnestly.

"Alright," she finally agreed, "I have something I want to show you, anyway. Wait here."

With that, she climbed down the stairs to the lower level. It was a few moments before Spike heard her call out, "You can come down, now."

Spike descended into the crypt cavern slowly. There on the bed lay Willow, clad only in lingerie, a lacy black creation that revealed more than it hid. Spike admired it, but still found himself longing for the floor-length, cream colored satin she'd worn on their first night together.

"So, which one of us gets tied up," Willow said teasingly.

"No, no games tonight, princess," he replied firmly, "I said I wanted to make love to you, and that's what I meant."

Willow pouted a little bit, then conceded as Spike began gently caressing her body. He took his time, slowly worshiping every curve and line. The lingerie was quickly discarded, and Spike's clothes soon followed. His lips ghosted across the surface of her skin, tantalizing and teasing her. He took her in his arms and kissed her deeply. Their naked bodies twined together as they moved closer and closer to completion.

Finally, they broke apart, and Willow lay panting in Spike's arms. He regretted that it was the last time he'd ever hear her do that. Tonight was the last night for a lot of things.

Spike looked down into those dazzling, hazel eyes, tracing a hand down Willow's cheek and across her lips.

"I love you," he stated simply, with all the conviction and sincerity he could muster.

"I know," was her startled reply, before she glibly responded, "I love you, too."

It was a lie, and Spike knew it. It didn't dissuade him from his path, though. As long as she knew that he loved her, everything was fine.

"Now will you turn me?" Willow asked, somewhat petulantly, still irritated by the delays.

"We'd better get dressed first," Spike countered, going to the dresser drawer where Willow kept some of her clothes. "Here, wear this."

He offered her a white sundress that she'd left behind quite some time ago. She eyed it dubiously.

"You're kidding, right?"

"It'll symbolize your break with your past," he quickly invented, not wanting her to know the real reason he'd chosen it. "Plus, you don't want to ruin any of your good outfits. I might drip while I'm feeding."

Willow took the dress from him with a look of resignation. He had a feeling that he wasn't fooling her about his choice for her wardrobe. She put it on without further complaint, though. Spike quickly dressed as well, before resuming his seat on the bed.

_Now for the tricky part_, Spike thought.

"Willow, I want you to release the spell holding the Scoobies in place," he asked gently, but firmly.

"What? Why? The spell will break as soon as I'm dead, anyway," she argued.

"I've never tried to turn a witch before. I don't know what will happen if I do it while a spell is still active," he explained, then added for good measure, "Plus, I feel like I should give the Slayer a sporting chance, at least. Old adversaries, and all that."

"That's a really lame excuse to be able to face Buffy again, Spike. I won't have you trying to kill her one last time. I don't want her messing this up for me."

"No, she won't, I promise you that. I just like a challenge, that's all."

Willow just looked at him, arms crossed, clearly disbelieving.

"Humor me, pet," he wheedled, before adding, "Humor me, or you're not getting turned at all."

She sighed in exasperation. "Fine, I'll break the spell when you start to bite me. Deal?"

"Deal," he agreed, with a sense of relief.

Spike took Willow into his arms, cradling her in his lap. He carefully brushed the hair back from her neck and inhaled her unique, spicy scent. He was going to miss that smell. _No time for regrets, mate_, he told himself firmly.

Spike vamped out, and paused only a moment before plunging his fangs deep into Willow's neck. She cried out, but he held her steady as a warm rush of flavor spilled over his tongue. She made a gesture with her right hand, breaking the spell, and Spike knew the race was on. He drank deeper, needing to be finished before the Slayer could reach him.

On and on he drank. Suddenly, Willow began to move feebly, and then to struggle against him in earnest.

"Spike, wait!" she cried out, pushing against his chest. "Spike, no, stop!"

He ignored her, tightening his grip as he fed.

"Spike, please, stop it! Please! No! Let me go, Spike!" Her pleas and movements were panicked, now. She squirmed and writhed in Spike's arms, drumming her fists against his chest.

He reveled in how good it felt. Warm blood and a struggling victim in his arms. He shifted his grip again, taking a firmer hold of the squirming girl.

"Spike, let me go, please! I've changed my mind! I want to live! I want to live!"

Panic and loss of blood combined to make it almost impossible for Willow to concentrate enough to use her magic. All she could do was strain against the vampire's arms and beg for mercy.

"No, please! Please let me go! I don't want to die!"

Willow's cries grew fainter, and her struggles weakened as she slowly slid towards unconsciousness.

And still, Spike drank.


	23. Grief

**Chapter 23  
>Grief<strong>

_**Giles:** "She was truly the finest of all of us."  
><strong>Xander: "<strong>Way better than me."  
><strong>Giles<strong>: "Much, much better."  
>-'Doppelgangland'<em>

* * *

><p>Buffy strained against the invisible bonds holding her pinned against Giles' couch. She couldn't move even a fraction of an inch. Everything was paralyzed from the shoulders on down. Only her head was movable, and she thrashed it in frustration.<p>

_This is not happening_, she thought furiously, _I am not going to sit here, trapped, while my best friend goes off and gets herself killed_.

She looked over at Giles, still pinned to the wall where he'd been standing.

"Giles, is there any way to break this spell?" she pleaded.

He shook his head. "Not from our current positions, no."

Buffy tried Willow's friend Tara, looking scared and out of place.

"Tara, is there any chance you could do it?"

"S-sorry, no."

"It'll probably break when he kills her," Anya piped up from the other end of the couch, "Most spells tend to break with the death of …"

"Yes, thank you, Anya," Giles interrupted sharply, "We are aware of the situation."

_Spike is __**not**__ going to kill Willow_, Buffy thought furiously. She was determined to stop him if it took her last breath. She would not see her best friend turned into a vampire. Buffy concentrated all her efforts, every ounce of Slayer strength, on moving her right pinky finger. Nothing happened. She almost screamed in frustration.

The five of them struggled and strained for a while, until one by one they grew exhausted. An hour or so dragged by, and slowly they began to hope. Maybe Spike wasn't going to kill Willow after all. Maybe something had happened to prevent him from going through with it. Maybe Willow had come to her senses and stopped him.

When it happened, none of them were ready for it. Not even Buffy, who had begun struggling again. She flew forward out of her seat and on to the floor as the spell was finally broken.

Buffy shared a moment of stunned disbelief with them all, before jumping to her feet, grabbing her stake, and running for the door.

She pelted full-speed through the quiet town, running down main thoroughfares, dashing up side streets and alleys. For the first time, she regretted the distance between Spike's crypt and Giles' apartment. They were practically on opposite sides of town.

Buffy cut across several lawns and sprinted through the park. She vaulted the park wall and then put on an extra burst of speed as she finally neared the cemetery.

She hit the crypt door at full force, sending it crashing into the wall. She scanned the big room in front of her. Empty.

Buffy ran across the room and pounded down the staircase to the lower level. The bed lay in the middle of the chamber, its covers rumpled as if recently vacated. Clothing lay strewn across the floor, some of it Willow's. But there was no sign of the vampire or his prey.

She dashed back up the stairs and out of the crypt, heading towards the groundskeeper's shed. Buffy knew that Spike like to park his car there. It was her last hope of cutting off his escape.

Buffy reached the edge of the grass and came to a sudden halt. The DeSoto was nowhere to be seen. Only a small oil stain on the pavement testified to it ever having been there in the first place. Spike was gone, and Willow along with him.

The stake fell from Buffy's nerveless fingers and clattered against the curb. Her knees gave out and she sank slowly to the grass, dumbfounded. The reality of it overwhelmed her, and she began to cry, sobbing brokenly for the loss of her friend.

Eventually, her sobs slowed and she remembered her other friends, waiting for news at Giles' apartment. She struggled to her feet, reclaimed her stake, and slowly made her way back across town.

Buffy opened the apartment door reluctantly, not wanting to be the bearer of bad tidings. She wasn't overly surprised to see that Tara had left at some point. The others were simply waiting, standing in the middle of the living room.

It was Giles who had the bravery to ask the question.

"Willow?"

"Gone. Spike, too. They took his car," Buffy reported briefly.

"Headed out of town, no doubt." Giles took off his glasses and cleaned them. "I fear there's not much we can do at this point."

"But she's still alive, right?" Xander broke in, "I mean, you didn't actually see a body, did you?"

"Xander, I wish I could tell you that Willow's fine, and everything will be alright, but the truth is, she's not fine. She's a vampire, or will be soon," Buffy said with a sob.

"The only way that spell would break accidentally would be through the death of the caster," Giles added, "We have to face the facts."

Xander looked like he was about to cry. He collapsed onto the sofa with his head in his hands. Anya came over to comfort him.

Buffy sat down as well, shaking her head. "It's my fault. I knew there was something off about 'William', but I didn't take the time to look into it myself. I had Spike follow him, and you can guess how well that turned out. I was going to follow up on it, but I never got around to it."

"You couldn't have known," Giles consoled her, "I blame myself, actually. They were working together rather closely several times, and I knew that Spike had an interest in her. But I just thought it was her magic he was after."

"I knew," Anya confessed, in a small voice.

"You **what?**" came the chorus of responses.

"I knew it was Spike," Anya insisted, her voice strengthening, "That disguise wouldn't fool a child. It's like that guy in the comics who can leap tall buildings. I mean, really, he puts on a pair of glasses and nobody knows it's him? Please!"

"Let's try to get back to the point, Ahn," Xander said testily, shaking off her arm and facing her, "You knew about Spike, and you didn't say anything?"

"Why should I say anything? They were happy together. I didn't know about the chip, after all," she said defensively.

"You knew he was a vampire," Buffy pointed out, "You should have said something, Anya. We could have stopped this whole thing before it even started."

"I doubt it," Anya countered, "I'm pretty sure they were already in love when we met in the Bronze. Besides, they made a cute couple."

"I can't believe it!" Xander exploded suddenly, jumping up, his temper fueled by grief, "My best friend is dead, and you knew about it the whole time, and you never said anything! What kind of girlfriend are you? What kind of human are you?"

"Now, Xander…" Giles began, trying to calm the young man, but Anya interrupted.

"Well, maybe I'm not a perfect girlfriend, goodness knows, I'm not a perfect human, but I do care about Willow, believe it or not. I just wanted her to be happy. And besides, they were already together long before I found out. I doubt there was much you could have done. And I'm sick and tired of your anti-demon prejudice! I'm leaving!" With that, she stormed out of the apartment.

Xander looked a little stunned at her rapid exit, then collapsed back on the couch.

"Perhaps we were a little hard on her," Giles observed, cleaning his glasses once more.

"Maybe," Buffy mused, "And Anya did have a point. By the time we finally met 'William', Spike probably already had his hooks in Willow. We might not have been able to separate them, even if we knew."

"How did Willow end up with Spike anyway?" Xander questioned disbelievingly.

"Well, Spike can be rather charming when he wants to be," Giles said.

"I'll say. You should read his love letters," Buffy added.

The other two looked at her.

"What? Willow showed me one of them!" she explained hastily.

"So that's it? Spike goes all charming on her, and Willow forgets he's an evil killer?" Xander's tone was incredulous.

"I believe the chip lulled all of us into a false sense of complacency," Giles opined, "Plus, Willow herself was in a very vulnerable emotional state, what with Oz's departure. She would have been easy prey for someone like Spike."

"We haven't exactly been there for her, either," Buffy said guiltily, "We've been wrapped up with our own lives."

"And now it's too late," Xander lamented, finally accepting the reality before him, "Now we'll never get her back, will we?"

Buffy shook her head, and the room sank into silence. They sat there like figures in a tableau, a living sculpture of tragedy and grief. No one spoke, no one moved. In fact, it was hours before anyone noticed the note that had been shoved under the door.


	24. Awakening

**Chapter 24  
>Awakening<strong>

"_I was out of my mind. I did things I can't even…  
>It won't happen again, I promise."<br>-Willow, 'Wrecked'_

* * *

><p>Consciousness returned slowly, and Willow fought it every step of the way. She didn't want to wake up, didn't want to face the reality of what had happened. She was a vampire now, against her wishes. She didn't know how she would cope.<p>

She slowly began to realize that she was warm. Far warmer than a creature of the night should be. Reluctantly, she opened first one eye, and then the other.

Sunlight was streaming across her hospital bed, heating the blankets with its rays. Willow stared in astonishment. Sunlight. On her. And she wasn't bursting into flames.

Quickly, she brought her hand up to her neck, to feel her pulse. It was there, strong. She'd never felt anything quite so wonderful in her life. She was alive! But how?

The movement attracted the attention of the other person in the room. Buffy got up from her chair and came to Willow's bedside.

"Will, how are you feeling?" she asked, concern on her face.

"Alive!" was the joyous response.

"The doctors said it was a close call. You'd lost a lot of blood."

"What happened?" Willow asked, still confused.

"We were hoping you knew. There was just a note shoved under Giles' door, saying you were here," Buffy explained.

"Spike," Willow said with assurance.

"Maybe," Buffy conceded, "But why would he bring you to the hospital? Why not just drain you and turn you?"

Willow shuddered a bit at Buffy's words, realizing just how close a call she really had. She got a hold of herself, though, and got back to the point.

"I was the one who wanted to be turned. I don't think Spike wanted to turn me, not anymore," Willow explained patiently, "He loved me."

"Funny way of showing it, nearly draining you," Buffy commented, then asked, "Wouldn't he want to turn you, though, if he thought he was in love with you?"

"He wanted to, for a long time," Willow said, reflecting back, "But I think he realized that he wanted the Willow that I was, not the Willow that I was turning in to." She shook her head sadly. "Buffy, I've been such an idiot!"

Buffy patted her hand, uncertain of what to say. Willow looked at the sunlight streaming in, clutching at the wonder of being alive. Slowly, she noticed the emptiness of the room.

"Where are the others?" she wondered.

"Xander had to work. Giles is supposed to be here later, to relieve me. I should call him, let him know you're awake."

"And Anya?"

"Anya…I think she feels guilty about what happened. We were kind of hard on her the other day," Buffy confessed.

"Oh, Buffy, you shouldn't have been. It wasn't her fault!" Willow protested.

"I know, but if we'd known sooner, we would have stopped this thing, nipped it in the bud," Buffy insisted.

"I don't think so," Willow said slowly, "I think you would have just sped up the process if you'd found out. I was so mad at you guys for the way I thought you were treating me, that I'd automatically do the opposite of what you'd say."

"We haven't been very good friends to you, lately," Buffy confessed, "I'm sorry about that."

There was a long silence after that, during which Willow took her pulse three times, still basking in the feeling of being alive.

"Oh, we brought you some clothes to wear," Buffy offered, proffering a bag, "Something other than hospital gowns."

Willow took the bag gratefully, and pulled out a pair of sweatpants. She put them on under her gown, and began to get up, using her I.V. stand for support.

"Will, are you sure you should be doing that?" Buffy asked, worried.

"I want to see the sun," Willow insisted, making her way over to the window.

She leaned on the frame, and looked out. The sunlight was streaming in the window, bathing her face in its rays. She looked up at the sun for a brief moment, dazzled by it. Then she brought her attention down lower. She looked out at the town of Sunnydale, and the world beyond. Spike was out there, somewhere, on the road. Maybe he was driving his foil-covered car, maybe he was sleeping in some shabby roadside motel, but he was out there. She sent good thoughts his way. He'd given her a precious gift, and she wasn't about to squander it.

Willow mused about how clever he had been, letting her think that she was getting her own way. He must have known that he could scare her out of it, that she really had no desire to die. Once she had started wanting to live again, the rest of her attitude had just fallen away.

Willow turned back to her friend, still hovering anxiously.

"Buffy, I do want to apologize for the way I've been acting lately."

"It's okay. It was Spike's fault," Buffy declared.

Willow shook her head. "I'll admit, he was an influence, but the decisions were mine. I'm sorry."

"To be honest, it'll be nice to have the old Willow back. You've been acting kind of…"

"Bitchy? Slutty? Crazy?" Willow offered.

"Yes," Buffy confirmed.

Both girls laughed at that, easing the tension between them.

"I don't think I'll be the old Willow, anymore, either," Willow said, sobering, "I've seen too much. Spike opened my eyes to a lot of things, the depths of my own potential, whole worlds of possibilities, and I can't just look away. But I won't be that same selfish bitch I was becoming, either. I've learned my lesson."

Buffy came over and gave her a hug, which Willow gratefully returned. She made her way back over to the bed, just as a nurse came in.

The nurse took her pulse and blood pressure, and explained that Willow would be staying overnight, for observation. She started to leave, then remembered something.

"Oh, your personal belongings are in a bag in the nightstand," she told them, "Your clothes and your jewelry." With that, she walked out.

"My jewelry?" Willow said, confused, "I wasn't wearing any when Spike bit me."

Buffy got out the bag for her, and the two girls dumped it on the bed. The contents tumbled out into a heap. White sundress, black lace underwear, and a necklace. The heart-shaped pendant sparkled in the sunlight, and Willow knew, without touching it, that it said 'Princess' on it. She got all choked up at the sight.

"Willow?" Buffy asked, concerned.

"Help me put it on," Willow asked, taking it up off the bed.

Buffy held off on her questions and fastened the slender chain around her friend's neck.

"He really did love me," Willow mused, still misty-eyed.

"Will, I know you thought he did, but…"

"He did, Buffy. And if you're going to stay friends with me, that's one thing that you'll have to accept. Spike can love, and he was in love with me," Willow informed the other girl, putting on her best 'resolve' look.

"If you say so," her friend replied, still doubtful.

"He sacrificed his own happiness to give me back my life," Willow persisted, "It was an incredibly selfless act, something he once told me that he was far too selfish to ever do. He truly loved me."

"Did you love him?" Buffy asked, curious.

"No, not really," Willow admitted, "But I care about him."

"If he ever comes back to town, I'll have to stake him," Buffy cautioned, "You know that, right?"

"I know," Willow acknowledged sadly, "He is still a killer, even if he stopped for a while, for me."

She paused then, letting her thoughts drift as she looked out the window. They drifted towards Spike, and she wondered again where the bleached blond vampire was. He'd shown her so much of herself, both the good and the bad. Willow thought of all the new vistas she'd explored with him, new landscapes within herself. Without him, she never would have awakened to the depths of her own sexuality and sensuality, to the wild power of her magics. Of course, without him, she might not have explored her dark side quite so much, either. Then again, she was definitely wiser for the experience, now. It might even give her more insight into the forces that she and the others battled, in fact. Spike had given her all this, and more. He'd given her back her life, as well, done his best to restore her to the kindly soul she had been. Hardly the act of a soulless creature, she mused, her brow wrinkling somewhat.

She pushed the thought away for the moment, knowing it was too deep a puzzle for her to tackle in her current state. It was almost painful to realize how much the vampire must have loved her, to do such a thing. She hoped he was okay, that he wasn't taking the loss of her too hard. But she knew he was probably curled up with a bottle of hard liquor somewhere. She sighed.

She realized Buffy was watching her, concern written large on her face. Willow forced a smile and shoved away thoughts of Spike. The realization struck her of how hard it was going to be, trying to fit back in with the Scoobies, with her new awareness. She had to try, though, for him.

"I guess it's time to get back to my life," she said bravely.

**The End**

* * *

><p>AN: Well, there you have it. I hope this story has entertained, and that I didn't fall too short on the resolution (endings are not my strong suit). A big, big thank you to everyone who commented, it really helped a lot to know that people were not only reading, but truly getting what I was trying to show. Also, thanks again to my sister for her early beta reads, it made this a stronger story, I think. It's too bad life got in the way of further edits. And I can guess that some of you, at least, will be asking for a sequel. I won't rule it out, but it might be a long time in coming. I write very slowly, this one took years to finish. Anyway, thanks again for all your support!


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